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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 | $ 0 | 05/02/2016 | A | 30,000 | (4) | (4) | Restricted Stock Units | 30,000 | $ 0 | 30,000 | D | ||||
Performance Shares | $ 0 | 05/02/2016 | M | 84,800 | (1) | (1) | Common Stock | 84,800 | $ 0 | 0 | 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 | 05/03/2016 | |
**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 2014) that were determined to be earned based on TSR for the two-year performance period ended March 31, 2016, as previously reported on a Form 4. These units are fully vested, and the underlying shares were released on May 2, 2016. |
(2) | Represents vested shares of common stock sold to satisfy certain tax withholding obligations associated with the conversion of the restricted stock units. |
(3) | Price represents the weighted average sale price for the transaction reported. Price range of shares sold is $7.138222 through $7.1437. Reporting person undertakes to provide upon request by the SEC staff or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(4) | The Restricted Stock Units vest in three equal annual installments following the grant date. Vested shares will be delivered on the first day on or after vesting that occurs during an open trading window under the Issuer's insider trading policy. |
Remarks: THE ATTACHED CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. |