SEC Form 4 · accession 0001209191-18-057124
F5, INC. · FFIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen McMillan
Officer — EVP of Global Services
Period of report
Nov 1, 2018
Accepted (ET)
Nov 5, 2018 · 4:03 pm EST
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 | Nov 1, 2018 | M | 7,255 | $0.00 | A | 7,669 | D | |
| Common StockF2 | Nov 1, 2018 | S | 800 | $175.25 | D | 6,869 | D | |
| Common StockF3 | Nov 1, 2018 | S | 237 | $176.2089 | D | 6,632 | D | |
| Common StockF4 | Nov 1, 2018 | S | 1,100 | $177.45 | D | 5,532 | D | |
| Common StockF5 | Nov 1, 2018 | S | 2,424 | $178.433 | D | 3,108 | D | |
| Common StockF6 | Nov 1, 2018 | S | 1,243 | $179.0918 | D | 1,865 | 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 UnitF7,F8,F9 | $0.00 | Nov 1, 2018 | M | 7,255 | D | — | — | Common Stock | 7,255 | 21,767 | D |
| Restricted Stock UnitF7,F10,F11,F9 | $0.00 | Nov 1, 2018 | A | 7,818 | A | — | — | Common Stock | 7,818 | 7,818 | D |
Explanation of responses
- F1Shares acquired upon vesting of the November 1, 2017 award of service-based Restricted Stock Units.
- F10Concurrent with the award of 7,818 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 7,818 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. The Performance RSUs vests over a three-year period in three equal annual installments. 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.
- F11This November 1, 2018 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2019.
- F2This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $174.80 to $175.58. 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.
- F3This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $175.86 to $176.50. 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 $176.86 to $177.77. 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.
- F5This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $177.91 to $178.86. 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.
- F6This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $179.01 to $179.21. 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.
- F7Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.
- F8This November 1, 2017 award of service-based Restricted Stock Units vests twenty five percent (25%) on November 1, 2018, and the remaining seventy five percent (75%) vests in twelve equal quarterly increments beginning February 1, 2019.
- F9If the reporting person continues to provide services to the Company through 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.