SEC Form 4 · accession 0001209191-18-017045
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, 2018
Accepted (ET)
Mar 5, 2018 · 9:44 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, 2018 | M | 1,394 | $0.00 | A | 7,639 | D | |
| Common StockF2 | Mar 1, 2018 | M | 2,951 | $0.00 | A | 10,590 | D | |
| Common StockF3 | Mar 1, 2018 | F | 1,458 | $125.49 | D | 9,132 | 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, 2018 | M | 1,406 | D | — | Mar 1, 2020 | Common Stock | 1,394 | 2,814 | D |
| Leveraged Restricted Stock UnitsF2 | — | Mar 1, 2018 | M | 2,359 | D | — | Mar 1, 2019 | Common Stock | 2,951 | 2,360 | D |
| Leveraged Restricted Stock UnitsF4 | — | Mar 1, 2018 | A | 4,383 | A | — | Mar 1, 2021 | Common Stock | 4,383 | 4,383 | D |
Explanation of responses
- F1Represents the vesting and payout of the first tranche (1/3) of the leveraged restricted stock units (4,220) granted on March 1, 2017 at 99.2% of target based on the issuer's stock price performance during the performance period from 1/1/2017 - 12/31/2017.
- F2Represents the vesting and payout of the second tranche (1/3) of the leveraged restricted stock units (7,078) granted on March 1, 2016 at 125.1% of target based on the issuer's stock performance during the performance period from 1/1/2016 - 12/31/2017 and includes 592 additional shares above the target number of shares originally reported.
- F3To satisfy tax withholding obligations relating to the vesting of shares of Common Stock previously awarded, shares were withheld from the vested amount.
- F4Each 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 (1/1/2018 to 12/31/2018); the second distribution is tied to the issuer's two-year stock price performance (1/1/2018 to 12/31/2019); and the third distribution is tied to the issuer's three-year stock price performance (1/1/2018 to 12/31/2020).