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11/19/2024 | Press release | Distributed by Public on 11/19/2024 16:55
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) |
(e.g., puts, calls, warrants, options, convertible securities)
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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 | ||||||||
| Performance Rights (November 2024) | (3)(4) | 11/15/2024 | A | 416,063 | (3)(4) | 11/14/2027(5) | Common Stock | 416,063 | $ 0 | 416,063 | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Watson Noel Bertram 954 VILLA STREET MOUNTAIN VIEW, CA 94041 |
Chief Operating Officer & CFO |
Signatures
| /s/ Michelle Sparks, Attorney-in-Fact for Noel Bertram Watson | 11/19/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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) | This transaction represents the automatic withholding of shares by the Issuer upon the vesting of restricted stock units ("RSUs") to satisfy the reporting person's tax withholding obligations. |
| (2) | Constitutes the RSU portion of the Reporting Person's executive compensation for 2025. The shares of common stock represent time-based RSUs, with each RSU representing a contingent right to receive one share of the Issuer's common stock. The RSUs vest in substantially equal quarterly installments over a three-year period, with the first vesting date being May 15, 2025, subject to the Reporting Person's continuous service with the Issuer on each such vesting date. |
| (3) | Constitutes the performance stock unit portion of the Reporting Person's executive compensation for 2025. Performance vesting is tied to stock price in order to more closely align management with long-term stockholder goals and stock performance. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. The performance units may vest, if at all, between 75% and 400% of the target grant date value ("GDV") based on the stock price targets achieved during a 3-year performance period (subject to a 29-trading day extension in certain circumstances). The number of performance units reported above assumes the maximum stock price target is achieved, resulting in 400% of the GDV becoming eligible to vest. Stock price targets will be achieved based on the volume weighted average closing price of the Issuer's common stock during a consecutive 30-day trading period. |
| (4) | Due to a 1,000 character limit, Footnote 4 is a continuation of Footnote 3: In the first year of the performance period, regardless of whether there is certification of achievement of a stock price target, the performance units will not vest before November 15, 2025, subject to the Reporting Person's continued employment through the vesting date. In the second and third years of the performance period, the performance units will vest immediately upon certification of achievement of a stock price target, subject to the Reporting Person's continued employment through the vesting date. |
| (5) | Subject to a 29-trading day extension in certain circumstances. |