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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Shares | $ 0 | 05/01/2017 | A | 41,200 | (1) | (1) | Common Stock | 41,200 | $ 0 | 41,200 | D | ||||
Performance Shares | $ 0 | 05/01/2017 | M | 41,200 | (1) | (3) | Common Stock | 41,200 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 05/02/2017 | M | 10,000 | (4) | (3) | Restricted Stock Units | 10,000 | $ 0 | 20,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SLESSOR MIKE 7005 SOUTHFRONT ROAD LIVERMORE, CA 94551 |
X | CEO |
By: /s/Jason Cohen, Attorney-in-Fact For: Mike Slessor | 05/03/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents the amount of performance-based restricted stock units (granted in May 2015) that were determined to be earned based on TSR for the two-year performance period ended March 31, 2017. These units are fully vested, and the underlying shares were released on May 1, 2017. |
(2) | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares for any reason other than to cover required taxes. |
(3) | The restricted stock units released were settled in shares of common stock and were immediately cancelled upon settlement. |
(4) | The Restricted Stock Units vest in three equal annual installments following the grant date. |