SEC Form 4 · accession 0001127602-18-012817
Salesforce, Inc. · CRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maria Martinez
Officer — Pres., Sales & Cust. Success
Period of report
Mar 22, 2018
Accepted (ET)
Mar 26, 2018 · 9:40 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 23, 2018 | S | 936 | $118.00 | D | 16,134 | 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 UnitsF1,F2 | $0.00 | Mar 22, 2018 | A | 4,821 | A | Apr 15, 2021 | Apr 15, 2021 | Common Stock | 4,821 | 4,821 | D |
| Non-qualified Stock Option (Right to Buy)F3 | $118.04 | Mar 22, 2018 | A | 44,043 | A | Mar 22, 2019 | Mar 22, 2025 | Common Stock | 44,043 | 44,043 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Mar 22, 2018 | A | 5,295 | A | Mar 22, 2019 | Mar 22, 2022 | Common Stock | 5,295 | 5,295 | D |
Explanation of responses
- F1Each performance-based restricted stock unit, or PRSU, represents a contingent right to receive one share of Issuer common stock.
- F2The 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.
- F3Option 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.
- F4Restricted Stock Units convert to shares of common stock on a one-for-one basis.
- F5These 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.