SEC Form 4 · accession 0001209191-16-099616
Endurance International Group Holdings, Inc. · EIGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hari K Ravichandran
Officer — CEO · Director
Period of report
Feb 16, 2016
Accepted (ET)
Feb 18, 2016 · 7:17 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001237746
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 16, 2016 | A | 195,881 | — | A | 3,586,180 | D | |
| Common StockF3 | holding | — | — | — | 1,767,747 | I | By the Ravichandran Family LLC | |
| Common StockF4 | holding | — | — | — | 217,309 | I | By The 2013 Ravichandran Family GST Trust | |
| Common StockF5 | holding | — | — | — | 0 | I | By The Hari Ravichandran 2013 Grantor Retained Annuity Trust | |
| Common StockF6,F7 | holding | — | — | — | 212,141 | I | By The Hari Ravichandran 2014 Grantor Retained Annuity Trust | |
| Common StockF8,F9 | holding | — | — | — | 461,228 | I | By The Hari Ravichandran 2015 Grantor Retained Annuity Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents restricted shares granted on September 18, 2015 under the issuer's 2013 Stock Incentive Plan subject to the issuer's satisfaction of performance targets. The transaction date represents the date on which the issuer's Compensation Committee determined the extent to which the performance targets were achieved during the quarterly period ended December 31, 2015. The shares are also subject to a time-based vesting requirement and shall vest on June 30, 2018 (the "Vesting Date") so long as Mr. Ravichandran is employed by the issuer on the Vesting Date. The shares are subject to accelerated vesting in the event of a change in control of the issuer or Mr. Ravichandran's termination of employment by reason of death or disability, without cause, or resignation by Mr. Ravichandran for good reason.
- F2On October 12, 2015, Mr. Ravichandran received a distribution of (a) 226,122 shares from The Hari Ravichandran 2013 Grantor Retained Annuity Trust and (b) 249,087 shares from The Hari Ravichandran 2014 Grantor Retained Annuity Trust, in each case without consideration therefor. On October 12, 2015, Mr. Ravichandran transferred 461,228 shares to The Hari Ravichandran 2015 Grantor Retained Annuity Trust without consideration therefor. There were no changes in Mr. Ravichandran's beneficial ownership as a result of these distributions and transfer.
- F3The Ravichandran Family LLC is a family limited liability company of which Mr. Ravichandran's wife is the manager. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4Mr. Ravichandran is the grantor of The 2013 Ravichandran Family GST Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F5On October 12, 2015,The Hari Ravichandran 2013 Grantor Retained Annuity Trust distributed 226,122 shares to Mr. Ravichandran without consideration therefor. Following this distribution, The Hari Ravichandran 2013 Grantor Retained Annuity Trust ceased to hold any shares of the issuer. There were no changes in Mr. Ravichandran's beneficial ownership as a result of this distribution.
- F6On October 12, 2015, The Hari Ravichandran 2014 Grantor Retained Annuity Trust distributed 249,087 shares to Mr. Ravichandran without consideration therefor. There were no changes in Mr. Ravichandran's beneficial ownership as a result of this transfer.
- F7Mr. Ravichandran is the grantor and trustee of The Hari Ravichandan 2014 Grantor Retained Annuity Trust (the "Trust"). Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The name of the Trust was incorrectly identified in previous filings as The HKR 2014 Grantor Retained Annuity Trust.
- F8On October 12, 2015, Mr. Ravichandran transferred 461,228 shares to The Hari Ravichandran 2015 Grantor Retained Annuity Trust without consideration therefor. There were no changes in Mr. Ravichandran's beneficial ownership as a result of this transfer.
- F9Mr. Ravichandran is the grantor and trustee of The Hari Ravichandran 2015 Grantor Retained Annuity Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.