SEC Form 4 · accession 0001039399-17-000018
FORMFACTOR INC · FORM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mike Slessor
Officer — CEO · Director
Period of report
May 1, 2017
Accepted (ET)
May 3, 2017 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001039399
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 1, 2017 | M | 41,200 | $0.00 | A | 314,777 | D | |
| Common StockF2 | May 1, 2017 | F | 23,309 | $11.75 | D | 291,468 | D | |
| Common Stock | May 2, 2017 | M | 10,000 | $0.00 | A | 301,468 | D | |
| Common StockF2 | May 2, 2017 | F | 5,658 | $11.60 | D | 295,810 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1 | $0.00 | May 1, 2017 | A | 41,200 | A | — | — | Common Stock | 41,200 | 41,200 | D |
| Performance SharesF1,F3 | $0.00 | May 1, 2017 | M | 41,200 | D | — | — | Common Stock | 41,200 | 0 | D |
| Restricted Stock UnitsF4,F3 | $0.00 | May 2, 2017 | M | 10,000 | D | — | — | Restricted Stock Units | 10,000 | 20,000 | D |
Explanation of responses
- F1Represents the amount of performance-based restricted stock units (granted in May 2015) that were determined to be earned based on TSR for the two-year performance period ended March 31, 2017. These units are fully vested, and the underlying shares were released on May 1, 2017.
- F2Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares for any reason other than to cover required taxes.
- F3The restricted stock units released were settled in shares of common stock and were immediately cancelled upon settlement.
- F4The Restricted Stock Units vest in three equal annual installments following the grant date.