SEC Form 4 · accession 0001179110-16-024382
NEIGHBORHOOD INTELLIGENCE, INC. · NXH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitch Edwards
Officer — Acting CEO
Period of report
May 10, 2016
Accepted (ET)
May 12, 2016 · 2:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001130713
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | May 10, 2016 | A | 29,586 | A | — | — | Common Stock | 29,586 | 29,586 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The RSUs vest at the close of business on March 1, 2017, provided Mr. Edwards remains employed by the Company until such date, but subject to the acceleration provisions described below. The RSUs shall accelerate and vest immediately upon the first of any of the following to occur:(1)a change in control of the Company,(2)the Company's termination of Mr. Edwards' employment without cause, or (3)a decrease in Mr. Edwards' responsibilities from those of Acting Chief Executive Officer, provided that if any such decrease in responsibilities occurs during 2016, the acceleration of vesting shall not occur immediately but instead shall occur on January 1, 2017, subject, however, to Mr. Edwards remaining employed by the Company until such date. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest.