SEC Form 4 · accession 0001127602-15-015166
PRICE T ROWE GROUP INC · TROW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F. MacLellan
Director
Period of report
Apr 23, 2015
Accepted (ET)
Apr 27, 2015 · 1:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001113169
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 23, 2015 | A | 109 | $82.07 | A | 4,602 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F2,F4 | $62.3835 | holding | — | — | — | — | Apr 27, 2021 | Common Stock | 4,163 | 4,163 | D |
| Stock Options (Right to Buy)F2,F5 | $54.3141 | holding | — | — | — | — | Oct 28, 2021 | Common Stock | 4,163 | 4,163 | D |
| Stock Options (Right to Buy)F2,F6 | $62.3258 | holding | — | — | — | — | Oct 31, 2022 | Common Stock | 4,163 | 4,163 | D |
| Stock Options (Right to Buy)F3,F7 | $69.7391 | holding | — | — | — | — | Apr 29, 2023 | Common Stock | 4,304 | 4,304 | D |
| Stock Options (Right to Buy)F2,F8 | $76.1588 | holding | — | — | — | — | Oct 29, 2023 | Common Stock | 4,304 | 4,304 | D |
| Stock Options (Right to Buy)F3,F9 | $79.8077 | holding | — | — | — | — | Apr 29, 2024 | Common Stock | 4,304 | 4,304 | D |
| Stock Options (Right to Buy)F3,F10 | $77.876 | holding | — | — | — | — | Oct 28, 2024 | Common Stock | 4,304 | 4,304 | D |
| Stock Options (Right to Buy)F2,F11 | $60.7408 | holding | — | — | — | Apr 27, 2013 | Apr 27, 2022 | Common Stock | 4,163 | 4,163 | D |
Explanation of responses
- F1Credited as fully-vested dividend equivalents pursuant to the T. Rowe Price Group Inc. 2007 Non-Employee Director Equity Plan with respect to special dividend declared by the issuer on it's Common Stock.
- F10Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $79.82 per share, the closing price of TROW shares on October 28, 2014. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
- F11Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $63.23 per share, the closing price of TROW shares on April 27, 2012. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
- F2As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 1.56% on December 13,2012 and by 2.5% on April 7, 2015, the ex-dividend dates, as a result of a special dividends that were declared by T. Rowe Price Group, Inc.
- F3As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 2.5% on April 7, 2012, the ex-dividend date, as a result of a special dividend that was declared by T. Rowe Price Group, Inc.
- F4Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $64.94 per share, the closing price of TROW shares on April 27, 2011. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
- F5Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $56.54 per share, the closing price of TROW shares on October 28, 2011. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
- F6Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $64.88 per share, the closing price of TROW shares on October 31, 2012. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
- F7Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $71.48 per share, the closing price of TROW shares on April 29, 2013. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
- F8Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $78.06 per share, the closing price of TROW shares on October 29, 2013. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
- F9Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $81.80 per share, the closing price of TROW shares on April 29, 2014. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.