|
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 |
|
| |||||||||||||||||||||||||||||
|
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 | ||||||||
Employee Stock Option (right to buy) | $ 4 | 09/15/2015 | A | 275,000 | (2)(3) | 09/15/2025 | Class B Common Stock | 275,000 | $ 0 | 275,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nafus Gary 520 PIKE STREET SUITE 2000 SEATTLE, WA 98101 |
Chief Revenue Officer |
Ethan Caldwell, Attorney-in-Fact For: Gary Nafus | 09/15/2015 | |
**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) | Restricted stock award effective September 15, 2015 (the "Grant Date"). 25% of the total shares vest on each of the first, second, third and fourth annual anniversaries of the Grant Date (assuming continued service as Chief Revenue Officer on the applicable vesting date). |
(2) | One hundred percent (100%) of all restricted stock and all options not already vested as of the date thereof, shall become immediately vested upon the occurrence of both (a) a Change in Control (as defined in the Issuer's 2012 Stock Incentive Plan), (b) followed by the earliest to occur of (i) a termination without Cause (as defined in such reporting person's award agreements) of such reporting person's employment by the Issuer or any successor thereto, (ii) a Diminution in Duties (as defined in such reporting person's award agreements) with respect to the reporting person, or (iii) the twelve month anniversary of the occurrence of the Change in Control. |
(3) | Option grant effective on the Grant Date. 25% of the aggregate amount of options will vest on the first annual anniversary of the Grant Date. Thereafter, the remainder vests quarterly over the next 3 years in equal increments of 6.25% of the aggregate amount of options (assuming continued service as Chief Revenue Officer on the applicable vesting date). |