Filing Details
- Accession Number:
- 0001181431-13-033679
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2013-06-07 19:59:27
- Reporting Period:
- 2013-06-05
- Filing Date:
- 2013-06-07
- Accepted Time:
- 2013-06-07 18:59:27
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
38984 | Signature Group Holdings Inc. | SGGH | Wholesale-Electrical Apparatus & Equipment, Wiring Supplies (5063) | 952815260 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1382925 | T Craig Bouchard | C/O Signature Group Holdings, Inc. 15303 Ventura Blvd., Ste. 1600 Sherman Oaks CA 91403 | Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2013-06-05 | 250,000 | $0.00 | 250,000 | No | 4 | A | Direct | |
Common Stock | Acquisiton | 2013-06-07 | 40,500 | $0.70 | 440,500 | No | 4 | P | Indirect | By Bouchard 10S LLC |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | A | Direct | |
No | 4 | P | Indirect | By Bouchard 10S LLC |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Non-qualified stock option (right-to-buy) | Acquisiton | 2013-06-05 | 500,000 | $0.00 | 500,000 | $0.85 |
Common Stock | Non-qualified stock option (right-to-buy) | Acquisiton | 2013-06-05 | 1,500,000 | $0.00 | 1,500,000 | $1.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
500,000 | 2013-12-05 | 2023-06-05 | No | 4 | A | Direct |
1,500,000 | 2023-06-05 | No | 4 | A | Direct |
Footnotes
- A total 250,000 shares of restricted common stock were issued to Mr. Bouchard on his start date under the Amended and Restated Signature Group Holdings, Inc. 2006 Performance Incentive Plan (the "Plan") and the Restricted Stock Agreement by and between Signature Group Holdings, Inc. (the "Company") and Mr. Bouchard thereunder. The 250,000 shares shall vest on January 1, 2014, subject to the vesting restrictions provided for in the Restricted Stock Agreement, provided that Mr. Bouchard remains in the Company's service as of that date (or in connection with Mr. Bouchard's death, permanent disability, termination by the Company not for cause (as defined in his Employment Agreement) or his resignation within 90 days following a change in control of the Company (as defined in his Employment Agreement).
- The restricted shares were issued as an inducement for Mr. Bouchard to accept employment with the Company.
- A total 2,000,000 options were issued to Mr. Bouchard on his start date under the Plan and the Non-Qualified Stock Option Agreement by and between the Company and Mr. Bouchard thereunder.
- 500,000 options shall vest on December 5, 2013, the six month anniversary of the grant date.
- The options were issued as an inducement for Mr. Bouchard to accept employment with the Company.
- Mr. Bouchard intends to transfer the shares/options as applicable to Bouchard 10S LLC in the normal course of his business in the future. Mr. Bouchard is the Managing Member of Bouchard 10S LLC.
- 500,000 options shall vest on each of June 5, 2014 and December 5, 2014, the twelve and eighteen month anniversaries of the grant date, respectively. The remaining 500,000 options shall vest as of June 5, 2015, the twenty-four month anniversary of the grant date, if either (i) the Company's common stock shall have been trading above $1.25 per share and shall have closed above $1.25 per share for ten (10) of the twenty (20) trading days immediately preceding such date, or (ii) the "weighted average trading price" for the ten (10) trading day period immediately preceding the last trading day immediately preceding such date averages or exceeds $1.25.
- This transaction was executed in multiple trades at prices ranging from $0.70 to $0.6882. The price reported above in Column 4 of Table I reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer complete information regarding the number of shares and prices at which each of the individual transactions was effected.
- Bouchard 10S LLC and Mr. Bouchard may be deemed the beneficial owners of the shares of common stock owned by Bouchard 10S LLC, and over which Bouchard 10S LLC has voting and dispositive power, as Mr. Bouchard is the Managing Member of Bouchard 10S LLC.