SEC Form 4 · accession 0001567619-19-005769
TRANSACT TECHNOLOGIES INC · TACT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bart C Shuldman
Officer — Chairman and CEO · Director
Period of report
Feb 27, 2019
Accepted (ET)
Mar 1, 2019 · 4:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001017303
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 27, 2019 | A | 8,993 | $0.00 | A | 41,160 | D | |
| Common StockF6,F5 | Mar 1, 2019 | A | 1,590 | $0.00 | A | 42,750 | D | |
| Common Stock | holding | — | — | — | 4,800 | I | Daughters | |
| Common Stock | holding | — | — | — | 3,750 | I | Mother | |
| Common Stock | holding | — | — | — | 1,500 | I | Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2 | $10.34 | Feb 27, 2019 | A | 105,200 | A | Feb 27, 2020 | Feb 27, 2029 | Common Stock | 105,200 | 105,200 | D |
| Restricted Stock UnitsF3,F4 | — | Feb 27, 2019 | A | 25,100 | A | — | — | Common Stock | 25,100 | 25,100 | D |
| Restricted Stock UnitsF5 | — | Mar 1, 2019 | M | 2,350 | D | — | — | Common Stock | 2,350 | 7,050 | D |
Explanation of responses
- F1The acquisition of common stock represents the vesting of performance share awards (PSAs), net of relinquishments, awarded on May 22, 2017 pursuant to the Company's 2014 Equity Incentive Plan. Each PSA has a value equal to one share of TransAct common stock. The PSAs are earned on a variable basis dependent upon level of achievement against a long-term performance metric, which for 2017 was a two-year combined EBITDA target for 2017 and 2018, which ended on December 31, 2018. The performance criteria was satisfied at the 93.9% level, which resulted in a payout of 84.7% of the PSAs granted during 2017. Mr. Shuldman relinquished 4,300 shares of common stock of the 13,293 PSAs that converted to common stock on February 27, 2019 in order to pay required income and payroll taxes.
- F2Grant of the non-qualified stock option under the Company's 2014 Equity Incentive Plan. The option becomes exercisable 25% per year on each anniversary date of the grant.
- F3The Restricted Stock Units convert to common stock on a one-for-one basis.
- F4The Restricted Stock Units were issued pursuant to the Company's 2014 Equity Incentive Plan. The Restricted Stock Units vest 25% per year on each anniversary of the date of grant.
- F5Shares of the Restricted Stock Units issued on March 1, 2018 pursuant to the Company's 2014 Equity Incentive Plan, vesting 25% annually commencing on the first anniversary of the date of grant that have converted to common stock on a one-for-one basis.
- F6Mr. Shuldman relinquished 760 shares of common stock of the 2,350 restricted stock units that converted to common stock on March 1, 2019 in order to pay required income and payroll taxes.