SEC Form 4 · accession 0001086222-16-000226
AKAMAI TECHNOLOGIES INC · AKAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
F Thomson Leighton
Officer — Chief Executive Officer · Director
Period of report
Feb 11, 2016
Accepted (ET)
Feb 16, 2016 · 4:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001086222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per share | Feb 12, 2016 | M | 8,878 | $0.00 | A | 136,038 | D | |
| Common Stock, par value $.01 per shareF1 | holding | — | — | — | 173,889 | I | See note | |
| Common Stock, par value $.01 per shareF2 | holding | — | — | — | 2,865,337 | I | See note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | $0.00 | Feb 11, 2016 | A | 138,380 | A | — | Feb 12, 2019 | Common Stock | 138,380 | 138,380 | D |
| Restricted Stock UnitsF3,F5 | $0.00 | Feb 11, 2016 | A | 69,190 | A | — | Feb 12, 2019 | Common Stock | 69,190 | 207,570 | D |
| Restricted Stock UnitsF3,F6,F7 | $0.00 | Feb 11, 2016 | A | 69,190 | A | — | — | Common Stock | 69,190 | 119,493 | D |
| Restricted Stock UnitsF3,F8,F7 | $0.00 | Feb 11, 2016 | M | 16,767 | D | — | — | Common Stock | 16,767 | 33,536 | D |
Explanation of responses
- F1Held by the F. Thomson Leighton 2012 Qualified Annuity Trust. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.
- F2Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.
- F3Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.
- F4Vesting of such RSUs is dependent on Akamai's achievement of specified annual revenue and earnings per share targets for each of fiscal years 2016, 2017 and 2018. To the extent such targets are met, the RSUs will vest in full on the date the company's financial results for 2018 are certified. Amount reported is maximum issuable.
- F5Vesting of such RSUs is dependent on the relative cumulative total shareholder return of Akamai's common stock as compared to the S&P 500 Information Technology Index for 2016, 2017 and 2018. To the extent the company's total shareholder return exceeds specified target percentile rankings within such index, the RSUs will vest in full on the date the company's financial results for 2018 are certified. Amount reported is maximum issuable.
- F6RSUs vest over three years in equal installments on the first, second and third anniversaries of the grant date.
- F7Not applicable.
- F8Option vests over three years as follows: 33% on each of February 12, 2016, 2017 and 2018.