SEC Form 4 · accession 0001023731-17-000044
8X8 INC /DE/ · EGHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Puneet Arora
Officer — SVP Global Sales
Period of report
Sep 22, 2017
Accepted (ET)
Sep 26, 2017 · 8:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001023731
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 22, 2017 | J | 5,794 | $13.30 | A | 49,692 | D | |
| Common Stock | Sep 22, 2017 | J | 8,520 | $13.30 | A | 58,212 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F4 | — | Sep 22, 2017 | J | 5,794 | D | — | Sep 22, 2019 | Common Stock | 5,794 | 125,979 | D |
| Restricted Stock UnitF3,F4 | — | Sep 22, 2017 | F | 3,488 | D | — | Sep 22, 2019 | Common Stock | 3,488 | 122,491 | D |
| Restricted Stock UnitF3 | — | Sep 22, 2017 | J | 6,639 | A | Sep 22, 2017 | Sep 22, 2017 | Common Stock | 6,639 | 129,130 | D |
| Restricted Stock UnitF3,F7 | — | Sep 20, 2017 | J | 8,520 | D | — | Sep 22, 2018 | Common Stock | 8,520 | 120,610 | D |
| Restricted Stock UnitF3,F7 | — | Sep 22, 2017 | F | 5,129 | D | — | Sep 22, 2018 | Common Stock | 5,129 | 115,481 | D |
Explanation of responses
- F15,794 Restricted Stock Units became fully vested and have been converted to Common Stock.
- F28,520 Performance-based Restricted Stock Units became fully vested and have been converted to Common Stock.
- F3Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.
- F4This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such shares at September 22, 2017, one-fourth of such shares at September 22, 2018 and one-fourth of such shares at September 22, 2019.
- F5Payment of tax liability by withholding securities incident to vesting of restricted stock units.
- F6As previously reported on Form 4, the reporting person was awarded 14,020 performance shares units (PSUs) on September 22, 2015, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 22, 2017 the first installment of 7,010 PSUs vested at 194.71% of target such that 13,649 shares became issuable. Of these shares 8,520 were issued to the reporting person and the remaining 5,129 were withheld to pay the associated tax liability. The 6,639 units reported in Table II correspond to the additional shares issued in excess of the 7,010 share target for the first vesting installment.
- F7RSUs vest (1) 50% on September 22, 2017 and (2) 50% on September 22 2018, in each case subject to performance of 8x8's common stock relative to the Russell 2000 Index during the period from grant date through such vesting date. A 2x multiplier will be applied to the total shareholder returns (TSR) for each 1% of positive or negative relative TSR, and the number of shares earned will increase or decrease by 2% of the target number shown in table. In the event 8x8's common stock performance is below negative 30%, relative to the benchmark, no shares will be issued. Maximum number of shares issuable is two times the number shown in the table.