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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 | 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 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 March 31, 2016. 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 December 14, 2015, the Ravichandran Family LLC distributed 1,537,258 shares to Mr. Ravichandran and 230,489 shares to the Ravichandran 2011 Family Trust, in each case without consideration therefor. Following this distribution, the Ravichandran Family LLC ceased to hold any shares of the issuer. There were no changes in Mr. Ravichandran's beneficial ownership as a result of this distribution. |
(3) | 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. |
(4) | Mr. Ravichandran is the grantor and trustee of The Hari Ravichandan 2014 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. |
(5) | 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. |
(6) | The Ravichandran 2011 Family Trust is an irrevocable trust established by Mr. Ravichandran of which Mr. Ravichandran's wife and Vidya Ravichandran, Mr. Ravichandran's sister, are the trustees. 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. |