SEC Form 4 · accession 0001590177-15-000008
FORMFACTOR INC · FORM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stuart L Merkadeau
Officer — SR VP GENERAL COUNSEL
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 5:31 pm EST
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 | Feb 27, 2015 | M | 12,423 | $0.00 | A | 53,280 | D | |
| Common StockF2 | Mar 2, 2015 | S | 4,731 | $10.146 | D | 48,549 | D | |
| Common StockF3 | Mar 2, 2015 | S | 5,000 | $10.2349 | D | 43,549 | 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 | Feb 27, 2015 | M | 12,423 | D | — | — | Common Stock | 12,423 | 0 | D |
Explanation of responses
- F1Represents vested shares of common stock issued pursuant to the second conversion of one-half of the total units certified and earned January 28, 2014 and February 27, 2014 in connection with a May 4, 2012 performance-based restricted stock unit award.
- F2Represents vested shares of common stock sold to satisfy certain tax obligations associated with the settlement of the restricted stock units.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.2156 to $10.2438 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, 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 this footnote.
- F4Represents the second and final vesting of 50% of the performance-based restricted stock units certified and earned January 28, 2014 and February 27, 2014 in connection with a May 4, 2012 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.
Remarks
THE CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.