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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 | ||||||||
Leveraged Restricted Stock Units | (2) | 02/08/2019 | D | 3,984 (2) | (2) | 03/01/2021 | Common Stock | 3,984 (2) | $ 0 | 0 | D | ||||
Leveraged Restricted Stock Units | (3) | 02/08/2019 | D | 2,518 (3) | (3) | 03/01/2020 | Common Stock | 2,518 (3) | $ 0 | 0 | D | ||||
Leveraged Restricted Units | (4) | 02/08/2019 | D | 1,311 (4) | (4) | 03/01/2019 | Common Stock | 1,311 (4) | $ 0 | 0 | D | ||||
Non-Qualified Stock Option - right to buy | $ 61.76 (5) | 02/08/2019 | D | 850 (5) | 09/12/2012 | 09/12/2021 | Common Stock | 850 (5) | $ 0 | 0 | D | ||||
Non-Qualified Stock Option - right to buy | $ 82.8 (5) | 02/08/2019 | D | 10,700 (5) | 03/01/2013 | 03/01/2022 | Common Stock | 10,700 (5) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hill Christie 103 JFK PARKWAY SHORT HILLS, NJ 07078 |
CLO & Head of Global Corp Citz |
/s/ Kristin R. Kaldor for Christie A. Hill by POA previously filed | 02/12/2019 | |
**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) | Cancelled pursuant to the merger agreement between The Dun & Bradstreet Corporation, Star Parent L.P. and Star Merger Sub, Inc., in exchange for the merger consideration price of $145.00 per share. |
(2) | Represents the cancellation and payout of the first, second and third tranches (each tranche, 1/3) of the leveraged restricted stock units (3,984) granted on March 1, 2018, assuming 100% of target. |
(3) | Represents the cancellation and payout of the second (1/3) and third (1/3) tranches of the leveraged restricted stock units (3,777) granted on March 1, 2017, assuming 100% of target. |
(4) | Represents the cancellation and payout of the third tranche (1/3) of the leveraged restricted stock units (3,933) granted on March 1, 2016, assuming 100% of target. |
(5) | Cancelled pursuant to the merger agreement in exchange for a cash payment for each share equal to the difference between the merger consideration price of $145.00 per share and the exercise price of the option. |