Filing Details
- Accession Number:
- 0001144204-14-013055
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-03-03 19:43:05
- Reporting Period:
- 2014-02-24
- Filing Date:
- 2014-03-03
- Accepted Time:
- 2014-03-03 19:43:05
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1333513 | Dealertrack Technologies Inc | TRAK | Services-Computer Integrated Systems Design (7373) | 522336218 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1512727 | Mark Furcolo | C/O Dealertrack Holdings, Inc. 1111 Marcus Avenue Lake Success NY US 11042 | Evp, Lender Solutions | No | 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 | 2014-02-27 | 5,865 | $27.99 | 27,225 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2014-02-27 | 5,865 | $54.28 | 21,360 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2014-02-27 | 4,748 | $19.65 | 26,108 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2014-02-27 | 4,748 | $54.28 | 21,360 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2014-02-26 | 4,238 | $0.00 | 21,360 | No | 4 | A | Direct | |
| Common Stock | Disposition | 2014-02-24 | 499 | $54.40 | 16,623 | No | 4 | F | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | A | Direct | |
| No | 4 | F | Direct |
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) | Disposition | 2014-02-27 | 5,865 | $0.00 | 5,865 | $27.99 |
| Common Stock | Non-Qualified Stock Option (right to buy) | Disposition | 2014-02-27 | 4,748 | $0.00 | 4,748 | $19.65 |
| Common Stock | Non-Qualified Stock Option (right to buy) | Acquisiton | 2014-02-26 | 11,905 | $0.00 | 11,905 | $55.06 |
| Common Stock | Performance Stock Unit | Acquisiton | 2014-02-26 | 4,259 | $0.00 | 4,259 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 6,375 | 2019-02-28 | No | 4 | D | Direct | |
| 1,572 | 2017-02-24 | No | 4 | D | Direct | |
| 11,905 | 2021-02-26 | No | 4 | A | Direct | |
| 4,259 | 2017-02-26 | No | 4 | A | Direct |
Footnotes
- Includes 16,584 restricted stock units.
- 25% of the shares subject to the option vested on February 28,2013, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on February 28, 2016.
- 25% of the shares subject to the option vested on February 24, 2012, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on February 24, 2015.
- This transaction was executed in multiple trades at prices ranging from $54.01 to $55.07. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- Each restricted stock unit represents a contingent right to receive one share of Dealertrack common stock. The restricted stock units vest in four equal annual installments beginning February 26, 2015.
- 25% of the shares subject to the option will vest on February 26, 2015, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on February 26, 2018.
- This amount represents the target number of PSUs (100%) awarded and is subject to adjustment ranging from 0% (threshold) to 150% (maximum) based on the percentage achievement of the performance goals.
- The Performance Stock Units will vest in full on February 28, 2017 subject to the achievement of certain performance goals. These performance goals are equally based on both the Company's Revenue for calendar year 2014 and the total shareholder return of the Company's common stock as compared to other companies in the NASDAQ Software Index in the aggregate for calendar years 2014, 2015 and 2016.
- Includes 12,346 restricted stock units.
- Represents shares withheld from vested RSUs for the payment of applicable income and payroll withholding taxes due on vesting.
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