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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 (RSU) | (1) | 02/27/2015 | A | 80,859 | (2) | (3) | Common Stock | 80,859 | $ 0 | 80,859 | D | ||||
Stock Option (right to buy) | $ 6.74 | 02/27/2015 | A | 173,885 | (4) | 02/27/2025 | Common Stock | 173,885 | $ 0 | 173,885 | D | ||||
Performance Stock Option (right to buy) | $ 6.74 | 02/27/2015 | A | 14,012 | (5) | 02/27/2025 | Common Stock | 14,012 | $ 0 | 14,012 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOWELL J MARK ANGIE'S LIST, INC. 1030 EAST WASHINGTON STREET INDIANAPOLIS, IN 46202 |
Chief Operating Officer |
/s/ Shannon M. Shaw, as Attorney-in-fact | 03/03/2015 | |
**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) | Each RSU represents a contingent right to receive 1 share of the issuer's common stock upon settlement. |
(2) | 43,768 of the restricted stock units granted vest in four equal annual installments beginning on February 27, 2016. The remaining 37,091 restricted stock units granted vest on August 27, 2016. |
(3) | There is no expiration date with respect to the restricted stock units granted. |
(4) | The stock option grant vests in four equal annual installments beginning on February 27, 2016. |
(5) | If the Performance Goal for the Performance Period is met, then (i) 75% of the Performance Options will become vested and exercisable on February 27, 2018 and (ii) 25% of the Performance Options will become vested and exercisable on February 27, 2019. The "Performance Period" shall mean January 1, 2015 through December 31, 2017. The "Performance Goal" shall mean that the Company's stock price performance exceeds 80% of the performance of the Russell 2000 Index over the Performance Period, using the average adjusted closing stock price for the Company and the Russell 2000 Index for 90 calendar days prior to the beginning of the Performance Period and the last 90 calendar days of the Performance Period. |