SEC Form 4 · accession 0001181431-15-003786

DUN & BRADSTREET CORP/NW · DNB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Legal Officer

Period of report

Mar 1, 2015

Accepted (ET)

Mar 3, 2015 · 4:59 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001115222

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 1, 2015	M	1,340	$0.00	A	7,076	D
Common Stock^F2	Mar 1, 2015	F	1,042	$133.76	D	6,034	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Leveraged Restricted Stock Units^F1	—	Mar 1, 2015	M	907	D	—	Mar 1, 2016	Common Stock	1,340	907	D
Leveraged Restricted Stock Units^F3	—	Mar 2, 2015	A	2,510	A	—	Mar 2, 2018	Common Stock	2,510	2,510	D

F1Represents the vesting and payout of the second tranche (1/3) of the leveraged restricted stock units (2,721) granted on March 1, 2013 at 147.8% based on the issuer's stock price performance during the performance period from 1/1/2013-12/31/2014 and includes 433 additional shares above the target number of shares originally reported.
F2The reporting person made an irrevocable election in November 2014 to satisfy tax withholding obligations relating to the vesting of shares of Common Stock previously awarded through the deduction of shares from the vested amount.
F3Each performance share represents a contingent right for the reporting person to receive, on each of the first, second and third anniversaries of the date of the grant, a distribution of common stock equal to 0% to 200% of 1/3 of the reported target performance shares based on the issuer's stock price performance during the designated performance periods, as follows: the first distribution is tied to the issuer's one-year stock price performance (1/1/2015 - 12/31/2015); the second distribution is tied to the issuer's two-year stock price performance (1/1/2015 - 12/31/2016); and the third distribution is tied to the issuer's three-year stock price performance (1/1/2015 - 12/31/2017).