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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 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 (2) | $ 0 | 06/01/2020(1) | J(1) | 33,156 | (4) | (4) | Common Stock | 33,156.00 | $ 0 | 0 | D | ||||
Restricted Stock Units (2) | $ 0 | 06/01/2020(1) | J(1) | 72,674 | (4) | (4) | Common Stock | 72,674.00 | $ 0 | 0 | D | ||||
Performance Stock Units (5) | $ 0 | 06/01/2020 | A | 37,764 (6) | 06/05/2023 | (4) | Common Stock | 37,764.00 (6) | $ 0 | 37,764 (6) | D | ||||
Employee Stock Options (right to buy) (7) (8) | $ 6.62 | 06/01/2020 | A | 142,315 | 06/01/2021 | 06/03/2030 | Common Stock | 142,315.00 | $ 0 | 142,315 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STONE WILLIAM GORDON III 110 SAN ANTONIO STREET SUITE 160 AUSTIN, TX 78701 |
X | Chief Executive Officer |
/s/ William Gordon Stone III | 06/03/2020 | |
**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) | The reported transaction was previously reported as a grant of restricted stock units in Table II of Form 4. The reporting person has elected to report such restricted stock units in Table I rather than Table II and the reported transaction reflects such change in reporting. The total reported in Column 5 now includes the previously reported restricted stock units on Table II as common stock. |
(2) | Restricted Stock Units ("RSUs") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan. |
(3) | RSUs vest over three years. One-third of the RSUs vest on the first anniversary of the grant date (i.e., the date indicated). The balance vest proportionately each month during the remaining two years. |
(4) | Not applicable |
(5) | Performance Stock Units ("PSUs") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan. |
(6) | This is a target only. The value of PSUs is tied to satisfaction of certain performance criteria (other than the price of Issuer's common stock) determined after the close of FY2023. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied. The actual number of shares ultimately deliverable ranges from -0- to 75,528 (subject to any subsequent stock splits and the like). |
(7) | Employee stock options (right to buy)("Options") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan. |
(8) | Options vest over four years. 25% of the Options vest on the first anniversary of the grant date, and the balance vests proportionately each month during the remaining three years. The date exercisable reflected in Column 6 of Table II reflects the first vesting date (i.e., the first anniversary of the grant date). |