SEC Form 4 · accession 0001256951-15-000013
FORMFACTOR INC · FORM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas St Dennis
Officer — EXECUTIVE CHAIRMAN · Director
Period of report
Apr 8, 2015
Accepted (ET)
May 6, 2015 · 9:59 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 4, 2015 | M | 5,000 | $0.00 | A | 57,115 | D | |
| Common StockF2 | May 4, 2015 | M | 175,000 | $0.00 | A | 232,115 | D | |
| Common StockF3 | May 5, 2015 | S | 92,782 | $8.4231 | D | 139,333 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF4,F5 | $0.00 | Apr 8, 2015 | A | 175,000 | A | — | — | Common Stock | 175,000 | 175,000 | D |
| Performance SharesF4,F5 | $0.00 | May 4, 2015 | M | 175,000 | D | — | — | Common Stock | 175,000 | 0 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | May 4, 2015 | M | 5,000 | D | — | — | Common Stock | 5,000 | 100,000 | D |
Explanation of responses
- F1The restricted stock units released on April 29, 2015, were settled in shares of common stock, and were immediately cancelled upon settlement.
- F2Represents vested shares of common stock issued pursuant to the conversion of the total units certified and earned April 8, 2015 in connection with a May 6, 2013 performance-based restricted stock unit award.
- F3Represents vested shares of common stock sold to satisfy certain tax withholding obligations associated with the conversion of the restricted stock units.
- F4Represents the vesting of 100% of the performance-based restricted stock units certified and earned April 8, 2015 in connection with a May 6, 2013 performance-based RSU award. All stock will be released to the reporting person on the vesting date or the first market trading day after the vesting date, during an open trading window under the Issuer's Insider Trading Policy thereafter, if the applicable vesting date is not on a market trading day during an open trading window.
- F5The restricted stock units released were settled in shares of common stock and were immediately cancelled upon settlement.
- F6The Restricted Stock Units vest and are exercisable in four equal annual installments on each April 29 of 2012, 2013, 2014, and 2015 (or the first market trading day during an open trading window under the Issuer's insider trading policy thereafter if the applicable vesting date is not on a market trading day during an open trading window).
- F7The restricted stock units released were settled in shares of common stock and were immediately cancelled upon settlement.
Remarks
THE ATTACHED CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.