SEC Form 4 · accession 0001209191-18-017050

DUN & BRADSTREET CORP/NW · DNB

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

Reporting owner

Richard H Veldran

Officer — Chief Financial Officer

Period of report

Mar 1, 2018

Accepted (ET)

Mar 5, 2018 · 9:52 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, 2018	M	1,615	$0.00	A	11,618	D
Common Stock^F2	Mar 1, 2018	M	2,186	$0.00	A	13,804	D
Common Stock^F3	Mar 1, 2018	F	1,280	$125.49	D	12,524	D
Common Stock^F4	holding	—	—		—	601	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 Units^F1	—	Mar 1, 2018	M	1,629	D	—	Mar 1, 2020	Common Stock	1,615	3,258	D
Leveraged Restricted Stock Units^F2	—	Mar 1, 2018	M	1,748	D	—	Mar 1, 2019	Common Stock	—	1,748	D
Leveraged Restricted Stock units^F5	—	Mar 1, 2018	A	5,179	A	—	Mar 1, 2021	Common Stock	5,179	5,179	D

Explanation of responses

F1Represents the vesting and payout of the first tranche (1/3) of the leveraged restricted stock units (4,887) 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 (5,243) 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 438 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.
F4Held in the issuer's employee stock purchase plan (ESPP) as of 03/05/2018.
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 (1/1/2018 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).