SEC Form 4 · accession 0001023731-18-000049
8X8 INC /DE/ · EGHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan R Martin
Officer — Chief Technology Officer
Period of report
Oct 21, 2018
Accepted (ET)
Oct 24, 2018 · 9:40 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 StockF2,F3 | Oct 21, 2018 | M | 8,126 | $0.00 | A | 432,750 | D | |
| Common Stock | Oct 21, 2018 | F | 4,091 | $17.81 | D | 428,659 | D | |
| Common Stock | Oct 21, 2018 | M | 3,336 | $0.00 | A | 431,995 | D | |
| Common Stock | Oct 21, 2018 | F | 1,679 | $17.81 | D | 430,316 | 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 UnitF9,F6,F7 | — | Oct 21, 2018 | M | 8,126 | D | — | Oct 21, 2018 | Common Stock | 8,126 | 0 | D |
| Restricted Stock UnitF9,F6,F8 | — | Oct 21, 2018 | M | 3,336 | D | — | Oct 21, 2018 | Common Stock | 3,336 | 0 | D |
Explanation of responses
- F18,126 Restricted Stock Units (RSUs) became fully vested and have been converted to Common Stock.
- F2Prior Form 4 reports filed by the Reporting Person have calculated this figure as the sum of all (a) issued and outstanding shares, (b) shares issuable upon vesting of unvested RSUs, (c) shares issuable upon vesting of unvested performance share units (PSUs) and (d) shares issuable upon exercise of options (vested and unvested), in each case owned, directly or indirectly, by the Reporting Person. The figure reported here includes only issued and outstanding shares owned by the Reporting Officer. The grant dates and number of shares remaining subject to the RSUs referenced in (b) above are as follows: (i) September 22, 2015, 9,282 shares, and (ii) September 20, 2016, 12,896 shares.
- F3The grant dates and number of shares remaining subject to the PSUs referenced in (c) above are as follows: (i) September 20, 2016, 4,804 shares, and (ii) September 26, 2016, 4,804 shares. The grant dates and number of shares remaining subject to the options referenced in (d) above are as follows: (i) August 21, 2012, 200,000 shares, (ii) September 17, 2013, 84,864 shares, (iii) October 21, 2014, 54,176 shares, and (iv) September 15, 2015, 37,128 shares.
- F4Payment of tax liability by withholding securities incident to vesting of RSUs and PSUs.
- F53,336 PSUs became fully vested and have been converted to Common Stock.
- F6Each RSU represents a contingent right to receive one share of EGHT common stock.
- F7This award vested at the rate of 8,126 shares on each of the following dates: October 21, 2015, October 21, 2016, October 21, 2017 and October 21, 2018.
- F8RSUs do not vest unless and until average closing price of 8x8 common stock over any 30 consecutive trading day period within 4 years from the grant date exceeds 150% of grant date closing price; then, at rate of 25% on each anniversary of the grant date.
- F9Prior Form 4 reports filed by the Reporting Person have calculated this figure as the sum of all (a) issued and outstanding shares, (b) shares issuable upon vesting of unvested restricted stock units (RSUs), (c) shares issuable upon vesting of unvested performance share units (PSUs) and (d) shares issuable upon exercise of options (vested and unvested), in each case owned, directly or indirectly, by the Reporting Person. The figure reported here includes only the remaining number of shares issuable upon vesting of the derivative security shown in this row.