SEC Form 4 · accession 0001015780-18-000028
E TRADE FINANCIAL CORP · ETFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Pizzi
Officer — Chief Financial Officer
Period of report
Feb 7, 2018
Accepted (ET)
Feb 9, 2018 · 9:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001015780
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 7, 2018 | M | 11,727 | $17.58 | A | 104,847 | D | |
| Common StockF2,F3 | Feb 7, 2018 | S | 46,195 | $52.0285 | D | 58,652 | D | |
| Common StockF2,F4 | Feb 7, 2018 | S | 1,018 | $52.5589 | D | 57,634 | D | |
| Common StockF5 | Feb 7, 2018 | A | 6,958 | $0.00 | A | 64,592 | D | |
| Common StockF6 | Feb 7, 2018 | F | 3,408 | $52.03 | D | 61,184 | D | |
| Common StockF7 | Feb 7, 2018 | A | 8,699 | $0.00 | A | 69,883 | D | |
| Common StockF8 | Feb 7, 2018 | F | 4,260 | $52.03 | D | 65,623 | D | |
| Common StockF5 | Feb 7, 2018 | A | 6,958 | $0.00 | A | 72,581 | D | |
| Common StockF6 | Feb 7, 2018 | F | 3,408 | $52.03 | D | 69,173 | D | |
| Common StockF2,F9 | Feb 8, 2018 | S | 8,424 | $49.8275 | D | 60,749 | D | |
| Common StockF2,F10 | Feb 8, 2018 | S | 10,088 | $50.941 | D | 50,661 | D | |
| Common StockF2,F11 | Feb 8, 2018 | S | 4,104 | $51.457 | D | 46,557 | D | |
| Common StockF12 | Feb 9, 2018 | A | 18,497 | $0.00 | A | 65,054 | D | |
| Common StockF12 | Feb 9, 2018 | A | 4,110 | $0.00 | A | 69,164 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF1,F13 | $17.58 | Feb 7, 2018 | M | 11,727 | D | — | Feb 10, 2018 | Common Stock | 11,727 | 0 | D |
Explanation of responses
- F1Acquisition of common stock upon the exercise of stock options pursuant to a Rule 10b5-1 plan entered into on February 25, 2017.
- F10The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $50.36 to $51.34, inclusive. The reporting person undertakes to provide to E*TRADE Financial Corporation, any security holder of E*TRADE Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F11The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.36 to $51.65, inclusive. The reporting person undertakes to provide to E*TRADE Financial Corporation, any security holder of E*TRADE Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F12Restricted Stock Unit award that will vest over three years, with one-third vesting on February 9, 2019; one-third vesting on February 9, 2020; and the remaining one-third vesting on February 9, 2021.
- F13The stock options vested in four annual installments beginning on February 10, 2012.
- F2Sale of common stock pursuant to a Rule 10b5-1 plan entered into on February 25, 2017.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.50 to $52.49, inclusive. The reporting person undertakes to provide to E*TRADE Financial Corporation, any security holder of E*TRADE Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $52.50 to $52.61, inclusive. The reporting person undertakes to provide to E*TRADE Financial Corporation, any security holder of E*TRADE Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F5Represents the number of shares of Common Stock received in settlement of performance share units previously granted to the reporting person on February 3, 2017, which vested based upon the Company's achievement of earnings per share and return on equity targets relating to 2017.
- F6Shares reported were withheld for payment of taxes associated with the vesting of performance share units previously granted on February 3, 2017.
- F7Represents the number of shares of Common Stock received in settlement of performance share units previously granted to the reporting person on February 5, 2016, which vested based upon the Company's achievement of earnings per share and return on equity targets relating to 2017.
- F8Shares reported were withheld for payment of taxes associated with the vesting of performance share units previously granted on February 5, 2016.
- F9The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $49.35 to $50.33, inclusive. The reporting person undertakes to provide to E*TRADE Financial Corporation, any security holder of E*TRADE Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.