SEC Form 4 · accession 0001209191-16-100522
SCIQUEST INC · SQI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer G Kaelin
Officer — Chief Financial Officer
Period of report
Feb 18, 2016
Accepted (ET)
Feb 19, 2016 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082526
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2,F3 | — | Feb 18, 2016 | A | 24,000 | A | — | — | Common Stock | 24,000 | 24,000 | D |
| Performance-Based Restricted Stock UnitF5,F4,F6 | — | Feb 18, 2016 | A | 24,000 | A | Feb 18, 2019 | — | Common Stock | 24,000 | 24,000 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock upon vesting without consideration.
- F2The Restricted Stock Units were granted on February 18, 2016 and vest in four equal annual installments on each anniversary of the grant date until February 18, 2020.
- F3Shares of common stock will be issuable with respect to the RSUs upon the earlier to occur of the fifth anniversary of the grant date and a change of control of the Company.
- F4Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive shares of common stock upon vesting without consideration based on the performance of the Company's common stock as compared to the Russell 2000 Index.
- F5This reflects the target number of shares issuable pursuant to the PSUs, with the actual number of shares issuable being variable based on over- or under-performance of the Company's stock price compared to the Index during the three-year period following the grant date. If the Company's common stock under-performs the Index, the number of shares issuable pursuant to the PSUs will be reduced from the target number of shares at a rate of 2 to 1 (two-percentage point reduction in target shares for each percentage point of under-performance). If the Company's common stock outperforms the Index, the number of shares issuable pursuant to the PSUs will be increased from the target number of shares at a rate of 2 to 1 (two-percentage point increase in target shares for each percentage point of over-performance), up to 200% of the target shares.
- F6The shares subject to the PSUs are to be issued within 30 days following vesting.