SEC Form 4 · accession 0001209191-17-023203
WEST CORP · WSTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rodney J. Kempkes
Officer — Chief Administrative Officer
Period of report
Mar 24, 2017
Accepted (ET)
Mar 28, 2017 · 7:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001024657
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 24, 2017 | A | 9,280 | $0.00 | A | 68,474 | D | |
| Common StockF2,F3 | Mar 27, 2017 | S | 2,780 | $23.94 | D | 65,694 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF4 | — | Mar 24, 2017 | A | 13,920 | A | — | — | Common Stock | 13,920 | 43,920 | D |
Explanation of responses
- F1Restricted stock granted under the terms of the West Corporation Amended and Restated 2013 Long-Term Incentive Plan. Under the terms of the restricted stock grant, the restricted stock vests as to one-fourth of the shares on each of the first four anniversary dates of March 1, 2017.
- F2These shares were sold pursuant to a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.77 to $24.07, inclusive. The reporting person undertakes to provide to West Corporation, any security holder of West Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
- F4Performance-based restricted stock units granted under the terms of the West Corporation 2013 Amended and Restated Long-Term Incentive Plan. Each restricted stock unit represents a contingent right to receive between zero and 1.75 shares of West common stock. Under the terms of the restricted stock unit grant, the restricted stock unit is subject to vesting based on the specified performance measure (total shareholder return) during the 3-year period beginning on March 1, 2017 and ending on February 29, 2020. Shares of West common stock will be delivered to the reporting person following the vesting date based on the specified performance measure.