SEC Form 4 · accession 0001016125-17-000036
ULTIMATE SOFTWARE GROUP INC · ULTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc D Scherr
Officer — Vice-Chairman & COO · Director
Period of report
Feb 10, 2017
Accepted (ET)
Feb 13, 2017 · 7:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001016125
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock AwardF1 | Feb 10, 2017 | A | 157,270 | $0.00 | A | 408,368 | D | |
| Restricted Stock AwardF2 | Feb 11, 2017 | F | 13,420 | $195.61 | D | 394,948 | D | |
| Common StockF3,F4 | Feb 13, 2017 | S | 12,136 | $193.67 | D | 382,812 | D | |
| Common StockF3,F5 | Feb 13, 2017 | S | 6,233 | $194.253 | D | 376,579 | D | |
| Common StockF3,F6 | Feb 13, 2017 | S | 200 | $195.13 | D | 376,379 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The restricted stock award was granted in connection with the termination of the Company's Amended and Restated Change in Control Bonus Plan for Executive Officers ("CIC Plan") and all remaining awards that were outstanding under the CIC Plan. Pursuant to the terms of the CIC Plan, in connection with the termination of these awards, the Company was required to provide each of the participants in the CIC Plan I, including Mr. Scherr, with an arrangement of comparable value as determined by the Compensation Committee of the Board of Directors in good faith. This restricted stock award was granted for that purpose.
- F2These shares were retained by the Company and not issued, in satisfaction of withholding payroll tax requirements applicable to vesting of the Restricted Stock Awards originally granted on March 6, 2015.
- F3The transactions reported on this Form 4 were effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person on November 17, 2016.
- F4The sales price represents the weighted average sales price ranging in price from $193.040 to $194.035. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
- F5The sales price represents the weighted average sales price ranging in price from $194.040 to $195.030. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
- F6The sales price represents the weighted average sales price ranging in price from $195.060 to $195.200. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.