Filing Details
- Accession Number:
- 0001209191-18-038434
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-06-18 20:20:37
- Reporting Period:
- 2018-06-14
- Accepted Time:
- 2018-06-18 20:20:37
- SEC Url:
- Form 4 Filing
Issuer
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1240590 | J Daniel Levin | 900 Jefferson Avenue Redwood City CA 94063 | Yes | No | 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 |
---|---|---|---|---|---|---|---|---|---|---|
Class A Common Stock | Acquisiton | 2018-06-14 | 658,600 | $0.00 | 658,600 | No | 4 | C | Indirect | See footnote |
Class A Common Stock | Disposition | 2018-06-15 | 78,344 | $26.55 | 580,256 | No | 4 | S | Indirect | See footnote |
Class A Common Stock | Disposition | 2018-06-15 | 1,656 | $26.86 | 578,600 | No | 4 | S | Indirect | See footnote |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | C | Indirect | See footnote |
No | 4 | S | Indirect | See footnote |
No | 4 | S | Indirect | See footnote |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Class A Common Stock | Class B Common Stock | Disposition | 2018-06-14 | 658,600 | $0.00 | 658,600 | $0.00 |
Class B Common Stock | Employee Stock Option (right to buy) | Disposition | 2018-06-14 | 300,000 | $0.00 | 300,000 | $4.63 |
Class A Common Stock | Employee Stock Option (right to buy) | Acquisiton | 2018-06-14 | 300,000 | $0.00 | 300,000 | $4.63 |
Class B Common Stock | Employee Stock Option (right to buy) | Disposition | 2018-06-14 | 300,000 | $0.00 | 300,000 | $4.63 |
Class A Common Stock | Employee Stock Option (right to buy) | Acquisiton | 2018-06-14 | 300,000 | $0.00 | 300,000 | $4.63 |
Class B Common Stock | Employee Stock Option (right to buy) | Disposition | 2018-06-14 | 300,000 | $0.00 | 300,000 | $17.85 |
Class A Common Stock | Employee Stock Option (right to buy) | Acquisiton | 2018-06-14 | 300,000 | $0.00 | 300,000 | $17.85 |
Class B Common Stock | Employee Stock Option (right to buy) | Disposition | 2018-06-14 | 188,499 | $0.00 | 188,499 | $14.05 |
Class A Common Stock | Employee Stock Option (right to buy) | Acquisiton | 2018-06-14 | 188,499 | $0.00 | 188,499 | $14.05 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | No | 4 | C | Indirect | ||
0 | 2023-04-18 | No | 4 | J | Direct | |
300,000 | 2023-04-18 | No | 4 | J | Direct | |
0 | 2023-04-18 | No | 4 | J | Direct | |
300,000 | 2023-04-18 | No | 4 | J | Direct | |
0 | 2024-04-02 | No | 4 | J | Direct | |
300,000 | 2024-04-02 | No | 4 | J | Direct | |
0 | 2025-01-01 | No | 4 | J | Direct | |
188,499 | 2025-01-01 | No | 4 | J | Direct |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Class A Common Stock | 5,790 | Direct |
Footnotes
- This does not represent a sale or purchase of Issuer's common stock; rather, it represents the automatic conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock, which occurred when outstanding Class B Common Stock no longer represented at least 5% of the Issuer's total outstanding common stock, as set forth in the Issuer's Amended and Restated Certificate of Incorporation.
- The shares are held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust.
- The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 10, 2017.
- This sale price represents the weighted average sale price of the shares sold ranging from $25.85 to $26.845 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- This sale price represents the weighted average sale price of the shares sold ranging from $26.85 to $26.87 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- In connection with the automatic conversion described in footnote (1) above, outstanding Class B Common Stock restricted stock units and options that were issued under the Issuer's 2011 Equity Incentive Plan and 2006 Stock Incentive Plan remain unchanged, except that the underlying shares are now Class A Common Stock.
- 1/96 of the shares subject to the option vest monthly over two years beginning on March 1, 2013, and 1/32 of the shares vest monthly thereafter.
- The shares subject to the option are fully vested and exercisable.
- 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter.
- 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter.