SEC Form 4 · accession 0001209191-17-017999
DUN & BRADSTREET CORP/NW · DNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Pietrontone Jr.
Officer — PAO & Corporate Controller
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 6:32 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 | 572 | $0.00 | A | 4,696 | D | |
| Common StockF2 | Mar 1, 2017 | A | 1,155 | $0.00 | A | 5,851 | D | |
| Common StockF3 | Mar 1, 2017 | F | 428 | $107.175 | D | 5,423 | D | |
| Common StockF4 | holding | — | — | — | 1 | I | HELD IN ESPP |
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 | 454 | D | — | Mar 1, 2019 | Common Stock | 572 | 909 | D |
| Leveraged Restricted Stock UnitsF5 | — | Mar 1, 2017 | A | 1,155 | A | — | Mar 1, 2020 | Common Stock | 1,155 | 1,155 | D |
Explanation of responses
- F1Represents the vesting and payout of the first tranche (1/3) of the leveraged restricted stock units (1,363) 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 118 additional shares above the target number of shares originally reported.
- F2Grant of restricted stock units which vest in three installments: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant.
- F3The 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.
- F4Held in the issuer's employee stock purchase plan (ESPP) as of 03/03/2017.
- F5Each 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).