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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 | ||||||||
Restricted Stock Units (RSUs) | (1) | 03/01/2014 | M | 11,667 | (2) | (2) | Common Stock | 11,667 | $ 0 | 0 | D | ||||
Restricted Stock Units (RSUs) | (1) | 03/01/2014 | M | 25,000 | (4) | (4) | Common Stock | 25,000 | $ 0 | 25,000 | D | ||||
Restricted Stock Units (RSUs) | (1) | 03/01/2014 | M | 23,333 | (5) | (5) | Common Stock | 23,333 | $ 0 | 46,667 | D | ||||
Restricted Stock Units (RSUs) | (1) | 03/01/2014 | M | 3,333 | (4) | (4) | Common Stock | 3,333 | $ 0 | 3,334 | D | ||||
Performance-Based Restricted Stock Units (PSUs) | (6) | 03/01/2014 | M | 5,285 | (7) | (7) | Common Stock | 5,285 | $ 0 | 0 | D | ||||
Performance-Based Restricted Stock Units (PSUs) | (6) | 03/01/2014 | M | 30,744 | (8) | (8) | Common Stock | 30,744 | $ 0 | 30,744 | D | ||||
Performance-Based Restricted Stock Units (PSUs) | (6) | 03/01/2014 | M | 32,036 | (9) | (9) | Common Stock | 32,036 | $ 0 | 64,072 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wenger Howard C/O SUNPOWER CORPORATION 77 RIO ROBLES SAN JOSE, CA 95134 |
President, Regions |
Karla Rogers, attorney-in-fact for Howard Wenger | 03/04/2014 | |
**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) | Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
(2) | The RSUs vest in three equal installments on each of March 1, 2012, March 1, 2013 and March 1, 2014. |
(3) | Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock shares. |
(4) | The RSUs vest in three equal installments on each of March 1, 2013, March 1, 2014 and March 1, 2015. |
(5) | The RSUs vest in three equal installments on each of March 1, 2014, March 1, 2015, and March 1, 2016. |
(6) | Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
(7) | On January 31, 2011, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. The Compensation Committee of the Issuer's Board of Directors evaluated achievement of the performance criteria on March 1, 2012 and, based on that assessment, determined the actual number of PSUs. The PSUs vest in three equal installments on each of March 1, 2012, March 1, 2013 and March 1, 2014. |
(8) | On March 28, 2012, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. The Compensation Committee of the Issuer's Board of Directors evaluated achievement of the performance criteria on February 19, 2013 and, based on that assessment, determined the actual number of PSUs. The PSUs vest in 3 equal installments on each of March 1, 2013, March 1, 2014 and March 1, 2015. |
(9) | On February 19, 2013, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. The Compensation Committee of the Issuer's Board of Directors evaluated achievement of the performance criteria on February 19, 2014 and, based on that assessment, determined the actual number of PSUs. The PSUs vest in three equal installments on each of March 1, 2014, March 1, 2015 and March 1, 2016. |