|
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 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 06/05/2020 | M | 2,668 | (2) | (2) | Common Stock | 2,668 | $ 0 | 13,342 | D | ||||
| Restricted Stock Units | (1) | 06/05/2020 | M | 2,668 | (3) | (3) | Common Stock | 2,668 | $ 0 | 10,674 | D | ||||
| Restricted Stock Units | (1) | 06/05/2020 | A | 42,867 | (4) | (4) | Common Stock | 42,867 | $ 0 | 42,867 | D | ||||
| Nonstatutory Stock Option (Right to Buy) | $ 38.1 | 06/05/2020 | D(5) | 110,081 | (5) | 06/05/2029 | Common Stock | 110,081 | (5) | 0 | D | ||||
| Nonstatutory Stock Option (Right to Buy) | $ 38.1 | 06/05/2020 | A(5) | 110,081 | (5) | 06/05/2029 | Common Stock | 110,081 | (5) | 110,081 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Krause Albert Jack TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT 06901 |
President and COO | |||
| /s/ Jack Krause | 06/09/2020 | |
| **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 restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. |
| (2) | On June 5, 2019, the reporting person received a grant of 16,010 RSUs, of which (a) 50% are subject to a three-year time based vesting schedule, vesting 33.34% on the first anniversary of the grant date and vesting 33.33% on each of the second and third year anniversaries of the grant date, and (b) 50% are performance based granted in three tranches with each tranche being conditioned upon the achievement of certain adjusted annual revenue and earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) performance versus pre-established targets. 2,668 of the time vested RSUs vested on June 5, 2020. |
| (3) | In connection with the June 5, 2019 RSU grant, the first tranche of performance based RSUs vested upon achievement of the performance conditions. |
| (4) | The reporting person received a grant of 42,867 RSUs, of which (a) 50% are subject to a three-year time based vesting schedule, vesting 33.34% on the first anniversary of the grant date and vesting 33.33% on each of the second and third year anniversaries of the grant date, and (b) 50% are performance based granted in three tranches with each tranche being conditioned upon the achievement of certain adjusted annual revenue and earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) performance versus pre-established targets. |
| (5) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 5, 2019 and provides for 100% vesting on the first trading day after the date on which the closing price of the Issuer's common stock has been at least $75 (subject to adjustment) for 60 consecutive trading days (the "Stock Price Goal"), so long as the Stock Price Goal is attained by June 5, 2024 (the previously granted option required the Stock Price Goal be achieved prior to June 5, 2022) and the reporting person has remained in continuous service through such date (both, the "Additional Vesting Conditions"). If the Stock Price Goal is not attained or the Additional Vesting Conditions are not satisfied, then the stock options will terminate and be of no further effect on the earlier of June 5, 2024 or the reporting person's termination of service. |