SEC Form 4 · accession 0001127602-18-012813
Salesforce, Inc. · CRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Hawkins
Officer — President and CFO
Period of report
Mar 22, 2018
Accepted (ET)
Mar 26, 2018 · 9:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001108524
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 26, 2018 | M | 8,624 | $59.64 | A | 29,902 | D | |
| Common StockF2 | Mar 26, 2018 | S | 7,924 | $118.068 | D | 21,978 | D | |
| Common StockF3 | Mar 26, 2018 | S | 700 | $118.7971 | D | 21,278 | D | |
| Common Stock | Mar 26, 2018 | M | 3,315 | $75.57 | A | 24,593 | D | |
| Common StockF4 | Mar 26, 2018 | S | 3,015 | $118.0565 | D | 21,578 | D | |
| Common StockF5 | Mar 26, 2018 | S | 300 | $118.72 | D | 21,278 | D | |
| Common Stock | Mar 26, 2018 | M | 4,905 | $80.99 | A | 26,183 | D | |
| Common StockF6 | Mar 26, 2018 | S | 2,105 | $117.9321 | D | 24,078 | D | |
| Common StockF7 | Mar 26, 2018 | S | 2,500 | $118.2082 | D | 21,578 | D | |
| Common StockF8 | Mar 26, 2018 | S | 300 | $118.81 | D | 21,278 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF9,F10 | $0.00 | Mar 22, 2018 | A | 15,427 | A | Apr 15, 2021 | Apr 15, 2021 | Common Stock | 15,427 | 15,427 | D |
| Non-qualified Stock Option (Right to Buy)F11 | $118.04 | Mar 22, 2018 | A | 140,936 | A | Mar 22, 2019 | Mar 22, 2025 | Common Stock | 140,936 | 140,936 | D |
| Restricted Stock UnitsF12,F13 | $0.00 | Mar 22, 2018 | A | 16,944 | A | Mar 22, 2019 | Mar 22, 2022 | Common Stock | 16,944 | 16,944 | D |
| Non-qualified Stock Option (Right to Buy)F14 | $59.64 | Mar 26, 2018 | M | 8,624 | D | Aug 26, 2015 | Aug 26, 2021 | Common Stock | 8,624 | 43,123 | D |
| Non-qualified Stock Option (Right to Buy)F15 | $75.57 | Mar 26, 2018 | M | 3,315 | D | Nov 22, 2017 | Nov 22, 2023 | Common Stock | 3,315 | 106,080 | D |
| Non-qualified Stock Option (Right to Buy)F16 | $80.99 | Mar 26, 2018 | M | 4,905 | D | Nov 22, 2016 | Nov 22, 2022 | Common Stock | 4,905 | 98,117 | D |
Explanation of responses
- F1Pursuant to a 10b5-1 Plan.
- F10The PRSUs will vest depending on Issuer's total shareholder return ("TSR") over the three-year period from the grant date (the "Performance Period"), relative to companies in the NASDAQ-100 Index as of the grant date (the "Index Group"). If Issuer's TSR over the Performance Period is at the 60th percentile when ranked against the Index Group TSRs, 100% of the target number of shares will vest. For every percentile by which Issuer's TSR ranking within the Index Group exceeds the 60th percentile, shares vesting will increase by 3 and 1/3%, up to a maximum payout of 200% of target if Issuer's TSR ranking is at the 99th percentile. For every percentile by which Issuer's TSR ranking within the Index Group is below the 60th percentile, shares vesting will decrease by 2 and 22/39%, with no payout if Issuer's TSR ranking is below the 30th percentile. If Issuer's absolute TSR over the Performance Period is negative, the number of shares vesting will not exceed 100% of target.
- F11Option vests over four years at the rate of 25% on March 22, 2019, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
- F12Restricted Stock Units convert to shares of common stock on a one-for-one basis.
- F13These restricted stock units vest as to 25% of the original grant on March 22, 2019 and vest as to 1/16 of the original grant quarterly thereafter.
- F14Option vests over four years at the rate of 25% on August 26, 2015, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
- F15Option vests over four years at the rate of 25% on November 22, 2017, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
- F16Option vests over four years at the rate of 25% on November 22, 2016, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
- F2Weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5800 to $118.5500 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F3Weighted average price. These shares were sold in multiple transactions at prices ranging from $118.6600 to $118.8900 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F4Weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5800 to $118.3200 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F5Weighted average price. These shares were sold in multiple transactions at prices ranging from $118.5800 to $118.8500 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F6Weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5800 to $118.1000 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F7Weighted average price. These shares were sold in multiple transactions at prices ranging from $118.1100 to $118.4600 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F8Weighted average price. These shares were sold in multiple transactions at prices ranging from $118.7200 to $118.8700 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F9Each performance-based restricted stock unit, or PRSU, represents a contingent right to receive one share of Issuer common stock.