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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 | 11/13/2018 | M | 2,500 | 11/13/2018 | 11/13/2018 | Common Stock | 2,500 | $ 0 | 10,863 | D | ||||
Performance Restricted Stock Units | $ 0 | 11/13/2018 | M | 3,750 | (6) | 11/13/2018 | Common Stoc | 3,750 | $ 0 | 7,113 | D | ||||
Performance Restricted Stock Units | $ 0 | 11/13/2018 | A | 3,182 | (7) | 11/13/2021 | Common Stock | 3,182 | $ 0 | 3,182 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DiMarco Bret 5100 PATRICK HENRY DRIVE SANTA CLARA, CA 95054 |
Exec VP & General Counsel |
/s/ Rhonda Fassbender, pursuant to Power of Attorney | 11/15/2018 | |
**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) | Released shares issued to family trust. |
(2) | Represents shares withheld to satisfy minimum tax withholding obligations for released restricted stock units. |
(3) | Additional shares acquired pursuant to the maximum achievement of the performance criteria beyond the target number, as described in footnote (5) on Table II. |
(4) | On November 13, 2018 the Reporting Person was granted 3,294 Restricted Stock Units which will vest in three equal installments on each of November 13, 2019, November 13, 2020 and November 13, 2021. |
(5) | Includes 4,759 Restricted Stock Units. |
(6) | This Performance Restricted Stock Unit award vested on the three year anniversary of the grant based on the relative performance of the underlying stock versus the Russell 2000 Index for the 90 trading days on and prior to November 13, 2018 versus the same 90 trading day period ending November 13, 2015. The number of shares in the table reflects the target number of achieved RSUs. The actual range of RSUs was 0-200% of the target number, depending upon the achievement results at the measurement date. |
(7) | This Performance Restricted Stock Unit award vests after the three year anniversary of the grant based on the relative performance of the underlying stock versus the Russell 1000 Index for the 90 trading days on and prior to November 13, 2021 versus the same 90 trading day period ending November 13, 2018. The number of shares in the table reflects the number of RSUs at target. The actual range of RSUs is 0-200% of the target number, depending upon what achievement, if any, results at the measurement date. |