SEC Form 4 · accession 0001239819-17-000048
LUNA INNOVATIONS INC · LUNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry Phelps
Director
Period of report
May 24, 2017
Accepted (ET)
May 26, 2017 · 9:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001239819
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 24, 2017 | A | 16,233 | $0.00 | A | 16,233 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock UnitsF5,F4,F6 | — | May 24, 2017 | A | 1,650 | A | — | — | Common Stock | 1,650 | 1,650 | D |
| Stock UnitsF7,F4,F6 | — | May 24, 2017 | A | 792 | A | — | — | Common Stock | 792 | 2,442 | D |
| Stock UnitsF8,F4,F6 | — | May 24, 2017 | A | 792 | A | — | — | Common Stock | 792 | 3,234 | D |
Explanation of responses
- F1Consists of restricted stock units that are convertible into issuer's common stock on a 1-for-1 basis.
- F2This grant was awarded in connection with Mr. Phelps's appointment as a member of the board of directors, pursuant to the issuer's non-employee director compensation policy. The number of restricted stock units awarded is equal to $25,000 divided by $1.54, the closing price of issuer's common stock on Nasdaq Capital Market on May 24, 2017, the date of grant.
- F3The stock units will vest fully on the earlier of the one year anniversary of the grant date or the issuer's next annual meeting of stockholders.
- F4Stock Units are convertible into issuer's common stock on a 1-for-1 basis.
- F5This grant was awarded as compensation for Mr. Phelps's service as member of the board of directors for the period of May 24, 2017 to June 30, 2017. The number of restricted stock units awarded was equal to $2541.20 divided by $1.54, the closing price of the issuer's common stock on Nasdaq Capital Market on May 24, 2017, the date of grant. The Reporting Person elected to receive fees in stock units.
- F6The stock units become issuable in common stock of the issuer at the election of the Reporting Person upon the earliest to occur of the Reporting Person's termination of service, a change in control of the issuer, an unforeseeable emergency, or a fixed date selected by the Reporting Person. The units have no expiration date.
- F7This grant was awarded as compensation for Mr. Phelps's service on the audit committee of the issuer's board of directors for the period of May 24, 2017 to June 30, 2017. The number of restricted stock units awarded was equal to $1,219.78 divided by $1.54, the closing price of the issuer's common stock on Nasdaq Capital Market on May 24, 2017, the date of grant. The Reporting Person elected to receive fees in stock units.
- F8This grant was awarded as compensation for Mr. Phelps's service on the compensation committee of the issuer's board of directors for the period of May 24, 2017 to June 30, 2017. The number of restricted stock units awarded was equal to $1,219.78 divided by $1.54, the closing price of the issuer's common stock on Nasdaq Capital Market on May 24, 2017, the date of grant. The Reporting Person elected to receive fees in stock units.