SEC Form 4 · accession 0001209191-16-147749
F5, INC. · FFIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scot Frazier Rogers
Officer — EVP and General Counsel
Period of report
Oct 28, 2016
Accepted (ET)
Nov 1, 2016 · 9:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001048695
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 28, 2016 | A | 983 | $0.00 | A | 7,350 | D | |
| Common StockF2 | Nov 1, 2016 | M | 1,322 | $0.00 | A | 8,672 | D | |
| Common StockF3 | Nov 1, 2016 | S | 600 | $136.29 | D | 8,072 | D | |
| Common StockF4 | Nov 1, 2016 | S | 1,060 | $137.3698 | D | 7,012 | 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 UnitsF5,F6,F7,F8 | $0.00 | Oct 28, 2016 | A | 8,031 | A | — | — | Common Stock | 8,031 | 8,031 | D |
| Restricted Stock UnitsF5,F9,F8 | $0.00 | Oct 28, 2016 | A | 7,301 | A | — | — | Common Stock | 7,301 | 7,301 | D |
| Restricted Stock UnitsF5,F10,F8 | $0.00 | Nov 1, 2016 | M | 297 | D | — | — | Common Stock | 297 | 1,784 | D |
| Restricted Stock UnitsF5,F11,F8 | $0.00 | Nov 1, 2016 | M | 255 | D | — | — | Common Stock | 255 | 2,033 | D |
| Restricted Stock UnitsF5,F12,F8 | $0.00 | Nov 1, 2016 | M | 205 | D | — | — | Common Stock | 205 | 2,049 | D |
| Restricted Stock UnitsF5,F13,F8 | $0.00 | Nov 1, 2016 | M | 565 | D | — | — | Common Stock | 565 | 6,779 | D |
Explanation of responses
- F1Shares acquired based on performance targets for the November 3, 2014, May 1, 2015, and November 2, 2015 awards of Restricted Stock Units.
- F10Twenty five percent (25%) of the May 1, 2014 award of service-based Restricted Stock Units vested on May 1, 2015, and the remaining seventy five percent (75%) vest in twelve equal quarterly increments beginning August 1, 2015.
- F11This November 3, 2014 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2015.
- F12This May 1, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning August 1, 2015.
- F13This November 2, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2016.
- F2Shares acquired upon vesting of the May 1, 2014, November 3, 2014, May 1, 2015, and November 2, 2015 awards of service-based Restricted Stock Units.
- F3This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $135.84 to $136.59 The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.
- F4This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $136.97 to $137.79 The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.
- F5Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.
- F6Concurrent with the award of service-based Restricted Stock Units, the Company granted the reporting person additional Restricted Stock Units that vest based on performance targets ("Performance RSUs"). If the performance targets are achieved at 100%, the reporting person will receive 8,031 Performance RSUs over the vesting period; the actual number of Performance RSUs received may be more or less depending on whether and to the extent that performance is greater than or less than targets. Performance RSUs are not reported in Table II; the underlying shares of Performance RSUs will be reported in Table I if and when the Compensation Committee of the Board of Directors determines that the performance targets have been achieved.
- F7This November 1, 2016 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2017.
- F8If the reporting person continues to serve as an officer of the Company on the vest date, the corresponding number of shares of Common Stock of F5 Networks, Inc. will be issued to the reporting person on the vest date.
- F9This November 1, 2016 award of service-based Restricted Stock Units vests 100% on November 1, 2018.