SEC Form 4 · accession 0001002135-17-000049
WESTELL TECHNOLOGIES INC · WSTL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew B Brady
Officer — President & CEO
Period of report
Jul 17, 2017
Accepted (ET)
Jul 19, 2017 · 10:10 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001002135
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jul 17, 2017 | A | 40,000 | $0.00 | A | 40,000 | D | |
| Class A Common StockF2 | Jul 17, 2017 | A | 40,000 | $0.00 | A | 80,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee NQ Stock OptionF3 | $3.06 | Jul 17, 2017 | A | 100,000 | A | — | Jul 17, 2024 | Class A Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1The Compensation Committee approved an award of restricted stock units (RSUs) pursuant to the 2015 Omnibus Incentive Compensation Plan. The RSUs vest 33% annually beginning on July 17, 2018 and for each of the following two years concluding on July 17, 2020. Upon vesting, the RSUs convert into shares of Class A Common Stock on a one-for-one basis.
- F2The Compensation Committee approved a performance-based award of restricted stock units (PSUs) pursuant to the 2015 Omnibus Incentive Compensation Plan. The reported amount is the target award (which assumes performance at the target level would convert into shares of Class A Common Stock on a one-for-one basis). The actual number of shares of Class A Common Stock earned can vary from 0% to 100% of the target based upon achievement of certain performance metrics in the second, third, fourth, and combined second through fourth quarters of fiscal year 2018 to pre-established performance goals approved by the Compensation Committee, and are also subject to a one year time-based vesting period, subject to continued employment.
- F3The Compensation Committee approved an award of non-qualified stock options pursuant to the 2015 Omnibus Incentive Compensation Plan. The options vest 33% annually beginning on July 17, 2018 and for each of the following two years concluding on July 17, 2020.