SEC Form 4 · accession 0001127602-16-045779
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 7, 2016
Accepted (ET)
Mar 9, 2016 · 5:25 pm EST
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 7, 2016 | A | 176,678 | $0.00 | A | 2,365,017 | D | |
| Common StockF2 | Mar 7, 2016 | A | 176,678 | $0.00 | A | 2,541,695 | D | |
| Common StockF3 | Mar 7, 2016 | D | 83,885 | $0.00 | D | 2,457,810 | D | |
| Common StockF4 | Mar 7, 2016 | D | 44,710 | $0.00 | D | 2,413,100 | D | |
| Common StockF5 | Mar 7, 2016 | D | 39,596 | $0.00 | D | 2,373,504 | D | |
| Common StockF6 | Mar 7, 2016 | F | 7,126 | $33.96 | D | 2,366,378 | D | |
| Common StockF7 | Mar 7, 2016 | F | 3,798 | $33.96 | D | 2,362,580 | D | |
| Common StockF8 | Mar 7, 2016 | F | 3,364 | $33.96 | D | 2,359,216 | 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)F9,F11,F10 | $18.87 | Mar 7, 2016 | D | 403,615 | D | — | Nov 29, 2019 | Common Stock | 403,615 | 2,503,608 | 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.
- F10As of March 7, 2016, 2,200,841 options have vested and a target amount of 761,538 options remains eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, up to 100% of the remaining target amount is scheduled to vest on January 26, 2017 depending on the extent to which the Company meets certain financial performance goals.
- F11Not applicable.
- 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 is scheduled to vest annually, following each of the 2016, 2017, and 2018 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 353,356 (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 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 13,655 stock units would vest and 83,885 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 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 7,278 stock units would vest and 44,710 stock units would be forfeited.
- F5Represents the forfeiture of performance-based restricted stock units granted to the reporting person on March 6, 2015 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 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 6,445 stock units would vest and 39,596 stock units would be forfeited.
- F6Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 13,655 restricted stock units granted to the reporting person on February 28, 2013.
- F7Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 7,278 restricted stock units granted to the reporting person on February 27, 2014.
- F8Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 6,445 restricted stock units granted to the reporting person on March 6, 2015.
- F9Represents 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 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 357,922 options would vest and 403,615 options would be forfeited.