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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ravichandran Hari K C/O ENDURANCE INT'L GROUP HOLDINGS, INC. 10 CORPORATE DRIVE, SUITE 300 BURLINGTON, MA 01803 |
X | CEO |
/s/ Lara Mataac, attorney-in-fact | 02/18/2016 | |
**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 restricted shares granted on September 18, 2015 under the issuer's 2013 Stock Incentive Plan subject to the issuer's satisfaction of performance targets. The transaction date represents the date on which the issuer's Compensation Committee determined the extent to which the performance targets were achieved during the quarterly period ended December 31, 2015. The shares are also subject to a time-based vesting requirement and shall vest on June 30, 2018 (the "Vesting Date") so long as Mr. Ravichandran is employed by the issuer on the Vesting Date. The shares are subject to accelerated vesting in the event of a change in control of the issuer or Mr. Ravichandran's termination of employment by reason of death or disability, without cause, or resignation by Mr. Ravichandran for good reason. |
(2) | On October 12, 2015, Mr. Ravichandran received a distribution of (a) 226,122 shares from The Hari Ravichandran 2013 Grantor Retained Annuity Trust and (b) 249,087 shares from The Hari Ravichandran 2014 Grantor Retained Annuity Trust, in each case without consideration therefor. On October 12, 2015, Mr. Ravichandran transferred 461,228 shares to The Hari Ravichandran 2015 Grantor Retained Annuity Trust without consideration therefor. There were no changes in Mr. Ravichandran's beneficial ownership as a result of these distributions and transfer. |
(3) | The Ravichandran Family LLC is a family limited liability company of which Mr. Ravichandran's wife is the manager. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(4) | Mr. Ravichandran is the grantor of The 2013 Ravichandran Family GST Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(5) | On October 12, 2015,The Hari Ravichandran 2013 Grantor Retained Annuity Trust distributed 226,122 shares to Mr. Ravichandran without consideration therefor. Following this distribution, The Hari Ravichandran 2013 Grantor Retained Annuity Trust ceased to hold any shares of the issuer. There were no changes in Mr. Ravichandran's beneficial ownership as a result of this distribution. |
(6) | On October 12, 2015, The Hari Ravichandran 2014 Grantor Retained Annuity Trust distributed 249,087 shares to Mr. Ravichandran without consideration therefor. There were no changes in Mr. Ravichandran's beneficial ownership as a result of this transfer. |
(7) | Mr. Ravichandran is the grantor and trustee of The Hari Ravichandan 2014 Grantor Retained Annuity Trust (the "Trust"). Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The name of the Trust was incorrectly identified in previous filings as The HKR 2014 Grantor Retained Annuity Trust. |
(8) | On October 12, 2015, Mr. Ravichandran transferred 461,228 shares to The Hari Ravichandran 2015 Grantor Retained Annuity Trust without consideration therefor. There were no changes in Mr. Ravichandran's beneficial ownership as a result of this transfer. |
(9) | Mr. Ravichandran is the grantor and trustee of The Hari Ravichandran 2015 Grantor Retained Annuity Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |