SEC Form 4 · accession 0001247640-15-000007
POLYCOM INC · PLCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sayed Darwish
Officer — CLO & EVP, Corp Dev
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 7:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001010552
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 26, 2015 | M | 29,746 | $0.00 | A | 107,980 | D | |
| Common StockF1 | Feb 26, 2015 | F | 11,180 | $13.95 | D | 96,800 | D | |
| Common Stock | Feb 27, 2015 | M | 32,752 | $0.00 | A | 129,552 | D | |
| Common StockF1 | Feb 27, 2015 | F | 12,309 | $13.82 | D | 117,243 | 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 UnitsF2 | $0.00 | Feb 26, 2015 | M | 13,162 | D | — | — | Common Stock | 13,162 | 26,325 | D |
| Performance SharesF3 | $0.00 | Feb 26, 2015 | M | 16,584 | D | — | — | Common Stock | 16,584 | 26,325 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 27, 2015 | M | 14,493 | D | — | — | Common Stock | 14,493 | 14,493 | D |
| Performance SharesF5 | $0.00 | Feb 27, 2015 | M | 18,259 | D | — | — | Common Stock | 18,259 | 14,494 | D |
| Restricted Stock UnitsF6 | $0.00 | Feb 27, 2015 | A | 42,500 | A | — | — | Common Stock | 42,500 | 42,500 | D |
| Performance SharesF7 | $0.00 | Feb 27, 2015 | A | 42,500 | A | — | — | Common Stock | 42,500 | 42,500 | D |
Explanation of responses
- F1This transaction represents an automatic withholding of shares by Polycom equal in current market value to the total required tax withholding due upon vesting.
- F2Restricted Stock Units are converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which vesting for 13,162 shares occurred on February 26, 2015. The remaining 26,325 shares underlying this award are scheduled to vest as to 13,162 shares on February 26, 2016 and 13,163 shares on February 26, 2017.
- F3These Performance Shares awarded on February 26, 2014 were converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which occurred on February 26, 2015. The unvested award previously reported was at the target award level. The remaining 26,325 target shares underlying the award are scheduled to vest as to 13,162 shares on 2/26/2016, and 13,163 shares on 2/26/17, or if later, the date the Compensation Committee certifies achievement of performance criteria for Total Shareholder Return for the remaining performance periods. Vesting of the remaining award depends on future performance and may range from 0% to 150% of the target amount.
- F4Restricted Stock Units are converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which vesting for 14,493 shares occurred on February 27, 2015. The remaining 14,493 shares underlying this award are scheduled to vest on February 27, 2016.
- F5These Performance Shares awarded on February 27, 2013 were converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which occurred on February 27, 2015. The unvested award previously reported was at the target award level. The remaining 14,494 target shares underlying the award are scheduled to vest on 2/27/2016, or if later, the date the Compensation Committee certifies achievement of performance criteria for Total Shareholder Return for the remaining performance periods. Vesting of the remaining award depends on future performance and may range from 0% to 150% of the target amount.
- F6Each Restricted Stock Unit represents a contingent right to receive one share of Polycom, Inc. common stock. This Restricted Stock Unit Award is scheduled to vest as to one-third of the total shares awarded on each of the first three (3) anniversaries of the February 27, 2015 Grant Date until fully vested on February 27, 2018.
- F7Each Target Performance Share represents a contingent right to receive one share of Polycom, Inc. common stock. The Performance Shares vest upon achievement of certain performance criteria based on total shareholder return and are scheduled to vest as to one- third of the total target award on each of the first three (3) year anniversaries of the February 27, 2015 Grant Date (or such later date as the Compensation Committee certifies achievement of the performance criteria). The number of shares reflected on this filing is at the target award level. The actual number of shares that may vest ranges from 0% to 150% of the target amount, depending upon actual performance.