SEC Form 4 · accession 0001437749-18-002937
SMTC CORP · SMTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward J Smith
Officer — President & CEO · Director
Period of report
Feb 20, 2018
Accepted (ET)
Feb 21, 2018 · 10:38 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001108320
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Feb 20, 2018 | M | 68,000 | — | A | 163,700 | 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 UnitsF2,F3 | — | Feb 20, 2018 | M | 68,000 | D | — | — | Common Stock | 68,000 | 671,858 | D |
| Employee Stock Option (Right to buy)F4 | $1.23 | holding | — | — | — | — | May 15, 2027 | Common Stock | 671,858 | 739,858 | D |
| Restricted Stock UnitsF2,F3 | — | holding | — | — | — | — | — | Common Stock | 68,000 | 68,000 | D |
Explanation of responses
- F1This transaction represents the settlement of a restricted stock unit award granted on February 17, 2017 into shares of SMTC Corporation's common stock on its scheduled vesting date, and does not represent an open market purchase transaction.
- F2Each restricted stock unit converts into shares of SMTC Corporation's common stock on a one-for-one basis.
- F3The restricted stock units vest upon the earlier to occur of: (i) the first anniversary of the grant date for the restricted stock units, which would be February 17, 2018, provided that Mr. Smith still providing services as President and Chief Executive of SMTC Corporation on such vesting date or (ii) a Covered Transaction (as defined in the SMTC 2010 Incentive Plan, as amended).
- F4The stock options become exercisable, if at all, in five one-fifth (20%) of the covered shares upon the average closing share price of SMTC Corporation's common stock on the NASDAQ Stock Market is above each of $2.00, $3.00, $4.00, $5.00 and $6.00 per share for a 90 day period, subject to continued employment by the holder with SMTC Corporation during such period.