SEC Form 4 · accession 0001246360-16-004543
WAGEWORKS, INC. · WAGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kimberly L. Wilford
Officer — General Counsel
Period of report
Feb 11, 2016
Accepted (ET)
Feb 16, 2016 · 9:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001158863
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F2 | Feb 11, 2016 | M | 37,500 | $0.00 | A | 40,709 | D | |
| Common Stock | Feb 11, 2016 | F | 16,313 | $43.63 | D | 24,396 | D | |
| Common StockF6 | Feb 12, 2016 | J | 228 | $36.05 | A | 24,624 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1 | $43.63 | Feb 11, 2016 | A | 50,000 | A | — | Feb 11, 2026 | Common Stock | 50,000 | 50,000 | D |
| Performance RightsF2,F3 | — | Feb 11, 2016 | A | 40,000 | A | — | — | Common Stock | 40,000 | 40,000 | D |
| Performance RightsF2,F5 | — | Feb 11, 2016 | M | 37,500 | D | — | — | Common Stock | 37,500 | 0 | D |
Explanation of responses
- F125% of the Option Shares vest on the first anniversary of the grant date, and an additional 1/48th of the total Option Shares vest on each of the 36 succeeding monthly anniversaries of the grant date.
- F2Each restricted stock unit represents a contingent right to receive one share of WageWorks Inc. common stock.
- F3The restricted stock units (RSU) vest in the first quarter of the 2019 calendar year should the Company achieve certain milestones as outlined in the RSU agreement between the Company and the reporting person. Vested Shares will be delivered to the reporting person on such vesting date.
- F4Includes 256 shares that have been acquired under the Wageworks employee stock purchase plan on May 14, 2015.
- F5On March 8, 2013, the Reporting Person filed a Form 4 listing the acquisition of 25,000 RSUs, which was a target number of shares based on a performance metric to be measured in the first quarter of 2016. On February 11, 2016, the Board of Directors of the Company determined that the Reporting Person had exceeded the performance metric by 150%. Hence, 37,500 RSUs were deemed vested as of that date.
- F6Includes 228 shares that have been acquired under the Wageworks employee stock purchase plan on February 12, 2016.