SEC Form 4 · accession 0001415889-16-004242
PEPCO HOLDINGS LLC · POM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin C Fitzgerald
Officer — EXECUTIVE VP AND GEN COUNSEL
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 4:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001135971
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 31, 2015 | A | 40,287 | — | A | 182,073 | D | |
| Common StockF2 | Dec 31, 2015 | A | 9,708 | $0.00 | A | 191,781 | D | |
| Common StockF3 | Dec 31, 2015 | F | 28,618 | $26.095 | D | 163,163 | D | |
| Common StockF4,F5 | Jan 1, 2016 | A | 9,018 | — | A | 172,181 | D | |
| Common Stock | holding | — | — | — | 1,730 | I | By 401(k) plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares vested, including dividend equivalents, pursuant to a performance-based award of restricted stock units (RSUs) granted in January 2013 under the Pepco Holdings, Inc. (PHI) Long-Term Incentive Plan. This award vested on December 31, 2015. RSUs are settled solely by delivery of one share of PHI common stock per RSU (and may not be settled in cash).
- F2Represents an award of performance-based restricted stock issued under the PHI 2012 Long-Term Incentive Plan, which restricted stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the award agreement.
- F3Includes RSUs awarded under the PHI 2012 Long-Term Incentive Plan which may be settled solely by delivery of one share of PHI common stock per RSU (and may not be settled for cash), including pursuant to the crediting of dividend equivalents, held by the reporting person as of the date of this report.
- F4Shares represent restricted stock units (RSUs), including dividend equivalents, awarded on January 1, 2016 under the Pepco Holdings, Inc. (PHI) 2012 Long-Term Incentive Plan (LTIP) which may be settled solely by delivery of one share of PHI common stock per RSU (and may not be settled in cash). This award is subject to forfeiture if the employment of the executive terminates before January 1, 2019, except as otherwise provided under the terms of the LTIP, the executive's employment agreement and the RSU award agreement. When a dividend is paid on the PHI common stock, the RSU balance will be credited with additional RSUs equal to the per share amount of the dividend multiplied by the number of RSUs divided by the market price of the common stock on the trading day immediately prior to the dividend payment date. Dividend credits will vest only to the extent the related RSUs vest.
- F5Includes RSUs (described generically in footnote 4), including pursuant to the crediting of dividend equivalents, held by the reporting person as of the date of this report.