SEC Form 4 · accession 0001127602-15-010870
ALTABA INC. · AABA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marissa A Mayer
Officer — Chief Executive Officer · Director
Period of report
Mar 6, 2015
Accepted (ET)
Mar 10, 2015 · 5:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001011006
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 6, 2015 | A | 138,121 | $0.00 | A | 2,361,593 | D | |
| Common StockF2 | Mar 6, 2015 | A | 138,121 | $0.00 | A | 2,499,714 | D | |
| Common StockF3 | Mar 6, 2015 | D | 62,426 | $0.00 | D | 2,437,288 | D | |
| Common StockF4 | Mar 6, 2015 | D | 33,273 | $0.00 | D | 2,404,015 | D | |
| Common StockF5 | Mar 6, 2015 | F | 18,322 | $43.44 | D | 2,385,693 | D | |
| Common StockF6 | Mar 6, 2015 | F | 9,766 | $43.44 | D | 2,375,927 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F7,F9,F8 | $18.87 | Mar 6, 2015 | D | 157,385 | D | — | Nov 29, 2019 | Common Stock | 157,385 | 751,383 | D |
| Employee Stock Option (Right to Buy)F10,F9,F11 | $18.87 | Mar 6, 2015 | D | 236,077 | D | — | Nov 29, 2019 | Common Stock | 236,077 | 2,907,223 | D |
Explanation of responses
- F1Represents a grant of restricted stock units under the Yahoo! Inc. ("Company") Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest in 36 equal monthly installments, as long as the reporting person remains in the service of Yahoo through the respective vesting date.
- F10Represents the forfeiture of performance-based stock options granted to the reporting person on November 29, 2012 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4. On March 6, 2015, the Company determined that, based on the Company's performance over the applicable performance period, 525,460 options would vest and 236,077 options would be forfeited.
- F11As of March 6, 2015, 1,842,919 options have vested and a target amount of 1,523,075 options remains eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, up to one-half (1/2) of the remaining target amount is scheduled to vest on each of January 26, 2016 and January 26, 2017 depending on the extent to which the Company meets certain financial performance goals.
- F2Represents a grant of performance-based restricted stock units under the Yahoo! Inc. Stock Plan. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one-third (1/3) of the target number of units are scheduled to vest annually, following each of the 2015, 2016, and 2017 annual performance periods. Each year, the number of units that actually vest will be 0% to 200% of the scheduled amount, depending on the extent to which Yahoo! Inc. meets or exceeds certain financial performance goals. The maximum number of units that may vest over three years is 276,242 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock.
- F3Represents the forfeiture of performance-based restricted stock units granted to the reporting person on February 28, 2013 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On March 6, 2015, the Company determined that, based on the Company's performance over the applicable performance period, 35,114 stock units would vest and 62,426 stock units would be forfeited.
- F4Represents the forfeiture of performance-based restricted stock units granted to the reporting person on February 27, 2014 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On March 6, 2015, the Company determined that, based on the Company's performance over the applicable performance period, 18,716 stock units would vest and 33,273 stock units would be forfeited.
- F5Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 35,114 restricted stock units granted to the reporting person on February 28, 2013.
- F6Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 18,716 restricted stock units granted to the reporting person on February 27, 2014.
- F7Represents the forfeiture of performance-based stock options granted to the reporting person on November 29, 2012 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4. On March 6, 2015, the Company determined that, based on the Company's performance over the applicable performance period, 350,307 options would vest and 157,385 options would be forfeited.
- F8As of March 6, 2015, a total of 1,228,612 options have vested and no further options remain eligible to vest from this grant.
- F9Not applicable.