SEC Form 4 · accession 0001144204-18-013373
XO GROUP INC. · XOXO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nic Di Iorio
Officer — Chief Technology Officer
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 4:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062292
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 31, 2018 | A | 607 | $15.3085 | A | 162,456 | D | |
| Common StockF3 | Mar 5, 2018 | A | 11,799 | $0.00 | A | 174,255 | D | |
| Common Stock | Mar 6, 2018 | F | 1,128 | $20.47 | D | 173,127 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee stock option (right to buy)F4 | $20.34 | Mar 5, 2018 | A | 49,885 | A | — | Mar 5, 2028 | Common Stock | 49,885 | 49,885 | D |
Explanation of responses
- F1The reporting person is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the XO Group Inc. Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of August 1, 2017 through January 31, 2018. This transaction is exempt under Rule 16b-3(c).
- F2In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the Issuer's common stock on August 1, 2017.
- F3Represents an award of restricted stock under the Issuer's Stock Incentive Plan, one quarter (1/4) of which vests on March 5, 2019, and one-sixteenth (1/16) of which vests quarterly thereafter.
- F4One quarter (1/4) vests and become exercisable on March 5, 2019, and one-sixteenth (1/16) vests and become exercisable quarterly thereafter.