SEC Form 4 · accession 0001179110-16-022687
TRIUMPH GROUP INC · TGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel J Crowley
Officer — President & CEO · Director
Period of report
Apr 1, 2016
Accepted (ET)
Apr 4, 2016 · 5:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001021162
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2016 | A | 50,000 | $0.00 | A | 300,000 | D | |
| Common StockF2 | Apr 1, 2016 | A | 39,567 | $0.00 | A | 339,567 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option - Right to BuyF3 | $30.86 | Apr 1, 2016 | A | 150,000 | A | — | Apr 1, 2026 | Common Stock | 150,000 | 150,000 | D |
| Performance Shares AwardF4 | — | Apr 1, 2016 | A | 50,000 | A | — | Mar 31, 2020 | Common Stock | 50,000 | 50,000 | D |
| Performance Shares AwardF5 | — | Apr 1, 2016 | A | 39,567 | A | — | Jan 3, 2023 | Common Stock | 39,567 | 39,567 | D |
Explanation of responses
- F1Time-based restricted stock award granted pursuant to NYSE employment inducement award exemption, subject to forfeiture if Reporting Person leaves employment prior to lapse of forfeiture restrictions, with certain exceptions. Lapse of forfeiture restrictions will occur on 25% of the award shares on each of the first four anniversaries of the date his employment commenced, January 4, 2016 (the "Start Date").
- F2Time-based restricted stock award granted pursuant to NYSE employment inducement award exemption, subject to forfeiture if Reporting Person leaves employment prior to lapse of forfeiture restrictions, with certain exceptions. Lapse of forfeiture restrictions occurs on 1/3rd of the award shares on each of the fifth, sixth and seventh anniversaries of the Start Date.
- F3Stock option award vests in four equal installments on the first four anniversaries of the Start Date.
- F4Each restricted performance share represents the contingent right to receive the one (1) share of common stock, free of restrictions. The performance shares will vest and be earned in three installments on each of the second, third and fourth anniversaries of the Start Date, based on achievement of a compound annual TSR growth rate performance goal. The number of performance shares actually earned will depend upon the actual percentage achieved.
- F5Each restricted performance share represents the contingent right to receive the one (1) share of common stock, free of restrictions. The performance shares will vest and be earned in three installments on each of the fifth, sixth and seventh anniversaries of the Start Date, based on achievement of a compound annual TSR growth rate performance goal. The number of performance shares actually earned will depend upon the actual percentage achieved.