SEC Form 4 · accession 0001102541-16-000043
EarthLink Holdings, LLC · ELNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel R Desimone Jr.
Officer — EVP, General Counsel
Period of report
Feb 18, 2016
Accepted (ET)
Feb 22, 2016 · 6:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001102541
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 19, 2016 | M | 13,109 | — | A | 82,874 | D | |
| Common StockF2 | Feb 19, 2016 | F | 4,371 | — | D | 78,503 | D | |
| Common StockF1 | Feb 20, 2016 | M | 35,646 | — | A | 114,149 | D | |
| Common StockF2 | Feb 20, 2016 | F | 11,887 | — | D | 102,262 | D |
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 | — | Feb 18, 2016 | A | 69,860 | A | Feb 18, 2017 | Feb 18, 2026 | Common Stock | 69,860 | 298,999 | D |
| Restricted Stock UnitsF1,F5 | — | Feb 19, 2016 | M | 13,109 | D | Feb 19, 2016 | Feb 19, 2025 | Common Stock | 13,109 | 285,890 | D |
| Restricted Stock UnitsF1,F6 | — | Feb 20, 2016 | M | 35,646 | D | Feb 20, 2016 | Feb 20, 2024 | Common Stock | 35,646 | 250,244 | D |
Explanation of responses
- F1Vested Restricted Stock Units were converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.
- F2Shares deemed surrendered in payment of tax liability resulting from vesting of Restricted Stock Units.
- F3The Restricted Stock Units were acquired under the Company's 2011 Equity and Cash Incentive Plan. 50% of the Restricted Stock Units are performance-based and 50% are service-based. The performance-based Restricted Stock Units will be earned depending on the level of successful completion during 2016 of certain Company performance objectives, with full vesting of Restricted Stock Units earned on the third anniversary of the grant date. The service-based Restricted Stock Units vest ratably on the first, second and third anniversaries of the grant date.
- F4Includes options to purchase 61,072 shares of common stock and 237,927 Restricted Stock Units.
- F5Includes options to purchase 61,072 shares of common stock and 224,818 Restricted Stock Units.
- F6Includes options to purchase 61,072 shares of common stock and 189,172 Restricted Stock Units.