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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Incentive Stock Option (right to buy) | $ 45.27 | 09/04/2014 | A | 2,188 | (1) | 09/04/2024 | Common Stock | 2,188 | $ 0 | 2,188 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 45.27 | 09/04/2014 | A | 2,812 | (1) | 09/04/2024 | Common Stock | 2,812 | $ 0 | 2,812 | D | ||||
| Restricted Stock Unit | $ 0 | 09/04/2014 | A | 180 | (2) | 09/13/2023 | Common Stock | 180 | $ 0 | 3,805 | D | ||||
| Restricted Stock Unit | $ 0 | 09/04/2014 | A | 5,000 | (3) | 09/04/2024 | Common Stock | 5,000 | $ 0 | 5,000 | D | ||||
| Restricted Stock Unit | $ 0 | 09/04/2014 | A | 5,000 | (4) | 09/04/2024 | Common Stock | 5,000 | $ 0 | 10,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| King James Winston 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY, CA 94404 |
VP, General Counsel | |||
| James Winston King | 09/08/2014 | |
| **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) | When both ISO and NQ Stock Options granted on September 4, 2014 are combined, they vest over four years of continuous service as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 4, 2014, subject to the Reporting Person's continuous service. |
| (2) | 1/4th of the total grant of these Restricted Stock Units will vest on September 15, 2014, as the performance-based condition was exceeded and the time-based criteria was met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2014, which the Issuer's Board of Directors has deemed to be satisfied in excess of the target. With the performance-based condition exceeded, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date, until all the units have vested. |
| (3) | The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date. |
| (4) | The vesting of these Restricted Stock Units is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain financial targets, determined by the Issuer, are met over the course of the Issuer's 2015 fiscal year. If the performance-based conditions for fiscal year 2015 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2015 are achieved, as determined by the Issuer, then units will vest as the time-based criteria are satisfied. The time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2014 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2015 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date. |