SEC Form 4 · accession 0001209191-15-037154
SMITH & WESSON BRANDS, INC. · SWBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey D Buchanan
Officer — Exec. VP, CFO & Treasurer
Period of report
Apr 27, 2015
Accepted (ET)
Apr 29, 2015 · 8:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001092796
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Apr 27, 2015 | F | 1,813 | $14.94 | D | 98,331 | D | |
| Common StockF4,F2,F3 | Apr 29, 2015 | A | 26,000 | $0.00 | A | 124,331 | D | |
| Common StockF1,F2,F3 | Apr 29, 2015 | F | 2,095 | $14.90 | D | 122,236 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF5 | — | Apr 29, 2015 | A | 60,000 | A | — | May 1, 2019 | Common Stock | 60,000 | 60,000 | D |
Explanation of responses
- F1Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.
- F2Since the date of the reporting person's last ownership report, he transferred to his ex-wife pursuant to a domestic relations order (i) 6,988 shares of common stock acquired by the reporting person pursuant to the Issuer's employee stock purchase plan; (ii) 21,417 shares of common stock issued to the reporting person pursuant to vested restricted stock units and 3,371 shares of common stock issuable to the reporting person pursuant to unvested restricted stock units; (iii) 10,811 shares of common stock issued to the reporting person pursuant to vested performance rights and 23,900 shares of common stock issuable to the reporting person pursuant to unvested performance rights; and (iv) options to purchase an aggregate of 159,493 shares of common stock. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.
- F3Includes 1,549 shares acquired under the Issuer's Employee Stock Purchase Plan on March 31, 2015.
- F4One-quarter of the restricted stock units shall vest on each of the first, second, third, and fourth anniversaries of May 1, 2015. Shares, net of tax withholding, will be delivered on each anniversary of the applicable vesting date.
- F5Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights vest based on stock performance over a three-year performance period, and shares, net of tax withholding, will be delivered on the first anniversary of the vesting date. The number represents the maximum number of shares that may be delivered pursuant to the award.