SEC Form 4 · accession 0001009626-17-000094
BROCADE COMMUNICATIONS SYSTEMS INC · BRCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel W Fairfax
Officer — SVP and CFO
Period of report
Nov 5, 2017
Accepted (ET)
Nov 7, 2017 · 8:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001009626
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 5, 2017 | M | 26,024 | $0.00 | A | 399,002 | D | |
| Common StockF2 | Nov 5, 2017 | F | 13,439 | $12.58 | D | 385,563 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Nov 5, 2017 | A | 52,047 | A | — | Oct 28, 2018 | Common Stock | 52,047 | 52,047 | D |
| Restricted Stock UnitsF3,F1 | — | Nov 5, 2017 | M | 26,024 | D | — | Oct 28, 2018 | Common Stock | 26,024 | 26,023 | D |
Explanation of responses
- F1Reflects the conversion of 50% of the shares referred to in footnote (4) in this Form 4 into shares of Brocade common stock in connection with the vesting of the restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Brocade common stock.
- F2Shares automatically withheld for payment of tax withholding liability in connection with vesting of the restricted stock units pursuant to terms of the restricted stock unit agreement.
- F3Each restricted stock unit represents a contingent right to receive one share of Brocade common stock.
- F4The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted December 15, 2015 under Brocade's 2009 Stock Plan. The performance period for the restricted stock units was November 1, 2015 until October 28, 2017, with vesting subject to approval of the performance calculation by Brocade's Compensation Committee. This approval was obtained on November 5, 2017. As a result, 50% of the earned shares underlying the restricted stock units vested on that date and the remaining 50% will vest on October 28, 2018, subject to the terms of the performance-based restricted stock unit agreement.