SEC Form 4 · accession 0001209191-17-017974
DUN & BRADSTREET CORP/NW · DNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Curtis Brown
Officer — Chief Content & Tech Officer
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 6:19 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 StockF1 | Mar 1, 2017 | M | 2,974 | $0.00 | A | 4,842 | D | |
| Common StockF2 | Mar 1, 2017 | F | 1,091 | $107.175 | D | 3,751 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Leveraged Restricted Stock UnitsF1 | — | Mar 1, 2017 | M | 2,359 | D | — | Mar 1, 2019 | Common Stock | 2,974 | 4,719 | D |
| Leveraged Restricted Stock UnitsF3 | — | Mar 1, 2017 | A | 4,220 | A | — | Mar 1, 2020 | Common Stock | 4,220 | 4,220 | D |
Explanation of responses
- F1Represents the vesting and payout of the first tranche (1/3) of the leveraged restricted stock units (7,078) granted on March 1, 2016 at 126.1% based on the issuer's stock price performance during the performance period from 1/1/2016 -12/31/2016 and includes 615 additional shares above the target number of shares originally reported.
- F2The reporting person made an irrevocable election in November 2016 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 (1/1/2017 - 12/31/2017); the second distribution is tied to the issuer's two-year stock price performance (1/1/2017-12/31/2018); and the third distribution is tied to the issuer's three-year stock price performance (1/1/2017-12/31/2019).