SEC Form 4 · accession 0001127602-16-045785
ALTABA INC. · AABA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth A Goldman
Officer — Chief Financial Officer
Period of report
Mar 7, 2016
Accepted (ET)
Mar 9, 2016 · 5:26 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 | 147,232 | $0.00 | A | 649,978 | D | |
| Common StockF2 | Mar 7, 2016 | A | 147,232 | $0.00 | A | 797,210 | D | |
| Common StockF3 | Mar 7, 2016 | D | 20,972 | $0.00 | D | 776,238 | D | |
| Common StockF4 | Mar 7, 2016 | D | 8,384 | $0.00 | D | 767,854 | D | |
| Common StockF5 | Mar 7, 2016 | D | 7,425 | $0.00 | D | 760,429 | D | |
| Common StockF6 | Mar 7, 2016 | F | 1,283 | $33.96 | D | 759,146 | D | |
| Common StockF7 | Mar 7, 2016 | F | 513 | $33.96 | D | 758,633 | D | |
| Common StockF8 | Mar 7, 2016 | F | 454 | $33.96 | D | 758,179 | D | |
| Common StockF10 | Mar 8, 2016 | S | 90,194 | $33.2619 | D | 667,985 | 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)F11,F13,F12 | $18.87 | Mar 7, 2016 | D | 222,544 | D | — | Nov 29, 2019 | Common Stock | 222,544 | 758,794 | 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 48 equal monthly installments, as long as the reporting person remains in the service of Yahoo through the respective vesting date.
- F10This transaction was executed in multiple trades during the day at prices ranging from $32.90 to $33.79. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F11Represents 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, 197,350 options would vest and 222,544 options would be forfeited.
- F12As of March 7, 2016, 818,794 options have vested and no further options remain eligible to vest from this grant.
- F13Not 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-fourth (1/4) of the target number of units is scheduled to vest annually, following each of the 2016, 2017, 2018 and 2019 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 four years is 294,464 (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, 3,413 stock units would vest and 20,972 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, 1,364 stock units would vest and 8,384 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, 1,208 stock units would vest and 7,425 stock units would be forfeited.
- F6Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 3,413 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 1,364 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 1,208 restricted stock units granted to the reporting person on March 6, 2015.
- F9This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2015.