SEC Form 4 · accession 0001209191-16-129969
BROADSOFT, INC. · BSFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Albert Tholen
Officer — Chief Financial Officer
Period of report
Jun 24, 2016
Accepted (ET)
Jun 28, 2016 · 7:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001086909
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 24, 2016 | M | 13,750 | $0.00 | A | 67,844 | D | |
| Common Stock | Jun 24, 2016 | F | 4,379 | $41.04 | D | 63,465 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1,F4,F5 | — | Jun 24, 2016 | M | 13,750 | D | — | Feb 15, 2023 | Common Stock | 13,750 | 0 | D |
Explanation of responses
- F1As previously reported on a Form 4 filed on February 20, 2013, the Reporting Person was granted a series of performance stock units ("PSUs") representing a contingent right to receive one share of the Issuer's common stock, subject to the satisfaction of both (i) a performance-based vesting condition (the "Performance-Based Vesting Condition"); and (ii) a time-based vesting condition (the "Time-Based Vesting Condition").
- F2Represents the satisfaction, on June 24, 2016, of the Performance-Based Vesting Condition with respect to the first tranche of 13,750 PSUs as described in footnote (5), converting such PSUs to time-based restricted stock units. Based on the status of the Time-Based Vesting Condition of the award, an aggregate of 11,171 shares subject to the PSUs vested on June 24, 2016. The remaining 2,579 shares subject to this tranche of PSUs vest in three equal quarterly installments through February 15, 2017.
- F3The transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the 11,171 shares, as described in footnote (2).
- F4The Time-Based Vesting Condition of each PSU was satisfied as to 25% of the PSUs as of February 15, 2014 and, will be satisfied as to the remaining PSUs in 12 equal quarterly installments thereafter, in all cases so long as there has been no break in the Reporting Person's continuous service through such date.
- F5The Performance-Based Vesting Condition of these PSUs would be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $40 per share or a change in control of the Issuer occurs at a price equal to or greater than $40 per share. The Performance-Based Vesting Condition was satisfied on June 24, 2016.