SEC Form 4 · accession 0001209191-19-009214
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
Feb 8, 2019
Accepted (ET)
Feb 12, 2019 · 1:35 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 | Feb 8, 2019 | A | 14,281 | $0.00 | A | 27,812 | D | |
| Common StockF1 | Feb 8, 2019 | D | 27,812 | $145.00 | D | 0 | D | |
| Common StockF1,F2 | Feb 8, 2019 | D | 815 | $145.00 | D | 0 | 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 UnitsF3 | — | Feb 8, 2019 | D | 5,179 | D | — | Mar 1, 2021 | Common Stock | 5,179 | 0 | D |
| Leveraged Restricted Stock UnitsF4 | — | Feb 8, 2019 | D | 3,258 | D | — | Mar 1, 2020 | Common Stock | 3,258 | 0 | D |
| Leveraged Restricted Stock UnitsF5 | — | Feb 8, 2019 | D | 1,748 | D | — | Mar 1, 2019 | Common Stock | 1,748 | 0 | D |
Explanation of responses
- F1Cancelled pursuant to the merger agreement between The Dun & Bradstreet Corporation, Star Parent L.P. and Star Merger Sub, Inc., in exchange for the merger consideration price of $145.00 per share.
- F2Held in the issuer's employee stock purchase plan (ESPP) as of 2/8/2019.
- F3Represents the cancellation and payout of the first, second and third tranches (each tranche, 1/3) of the leveraged restricted stock units (5,179) granted on March 1, 2018, assuming 100% of target.
- F4Represents the cancellation and payout of the second (1/3) and third (1/3) tranches of the leveraged restricted stock units (4,887) granted on March 1, 2017, assuming 100% of target.
- F5Represents the cancellation and payout of the third tranche (1/3) of the leveraged restricted stock units (5,243) granted on March 1, 2016, assuming 100% of target.