SEC Form 4 · accession 0001179110-18-010675
CONTROL4 CORP · CTRL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Susan Cashen
Officer — SVP of Marketing
Period of report
Aug 15, 2018
Accepted (ET)
Aug 17, 2018 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001259515
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 15, 2018 | M | 1,416 | — | A | 1,416 | D | |
| Common StockF2 | Aug 15, 2018 | F | 604 | $32.44 | D | 812 | D | |
| Common StockF1 | Aug 15, 2018 | M | 1,234 | — | A | 2,046 | D | |
| Common StockF2 | Aug 15, 2018 | F | 526 | $32.44 | D | 1,520 | D | |
| Common StockF1 | Aug 15, 2018 | M | 1,416 | — | A | 2,936 | D | |
| Common StockF3 | Aug 15, 2018 | F | 604 | $32.44 | D | 2,332 | D | |
| Common StockF1 | Aug 15, 2018 | M | 1,234 | — | A | 3,566 | D | |
| Common StockF3 | Aug 15, 2018 | F | 526 | $32.44 | D | 3,040 | D | |
| Common StockF4 | Aug 16, 2018 | M | 2,313 | $9.93 | A | 5,353 | D | |
| Common StockF4,F5 | Aug 16, 2018 | S | 2,313 | $31.65 | D | 3,040 | D | |
| Common StockF4 | Aug 16, 2018 | M | 5,022 | $4.89 | A | 8,062 | D | |
| Common StockF4,F6 | Aug 16, 2018 | S | 5,022 | $31.64 | D | 3,040 | D | |
| Common StockF7 | holding | — | — | — | 686 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF1,F8 | — | Aug 15, 2018 | M | 1,416 | D | — | — | Common Stock | 1,416 | 2,834 | D |
| Performance-based Restricted Stock UnitsF1,F9 | — | Aug 15, 2018 | M | 1,234 | D | — | — | Common Stock | 1,234 | 7,400 | D |
| Restricted Stock UnitsF1,F10 | — | Aug 15, 2018 | M | 1,416 | D | — | — | Common Stock | 1,416 | 2,834 | D |
| Restricted Stock UnitsF1,F11 | — | Aug 15, 2018 | M | 1,234 | D | — | — | Common Stock | 1,234 | 7,400 | D |
| Stock Option (Right to Buy)F12 | $9.93 | Aug 16, 2018 | M | 2,313 | D | — | Dec 25, 2022 | Common Stock | 2,313 | 0 | D |
| Stock Option (Right to Buy)F13 | $4.89 | Aug 16, 2018 | M | 5,022 | D | — | Oct 31, 2019 | Common Stock | 5,022 | 30,126 | D |
Explanation of responses
- F1Each unit represents the right to receive, at settlement, one share of common stock at no cost.
- F10This RSU award was granted on January 1, 2016. One-third of the shares in the award vested on February 10, 2017. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.
- F11This RSU award was granted on January 3, 2017. One-third of the shares in the award vested on February 15, 2018. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.
- F12Non-qualified Stock Options granted December, 26, 2012 that are fully vested.
- F13Incentive Stock Options granted September 1, 2009 that are fully vested.
- F2The federal and state tax withholding due at the vesting of Performance-based Restricted Stock Units was satisfied by Control4 through a net issuance of these shares, which were retained by Control4 as treasury stock, and the requisite withholding amount was paid to the relevant tax authorities by Control4 on behalf of the Reporting Person. We used the closing price of the shares on the day prior to the vest date for withholding calculations.
- F3The federal and state tax withholding due at the vesting of Restricted Stock Units was satisfied by Control4 through a net issuance of these shares, which were retained by Control4 as treasury stock, and the requisite withholding amount was paid to the relevant tax authorities by Control4 on behalf of the Reporting Person. We used the closing price of the shares on the day prior to the vest date for withholding calculations.
- F4Automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 22, 2018.
- F5This price represents the weighted average sale price for various open-market sales through a broker-dealer ranging from $31.46 per share to $31.83 per share. Full information regarding the number of shares sold at each price will be provided upon request from the SEC, the Issuer or a security holder.
- F6This price represents the weighted average sale price for various open-market sales through a broker-dealer ranging from $31.48 per share to $31.82 per share. Full information regarding the number of shares sold at each price will be provided upon request from the SEC, the Issuer or a security holder.
- F7Shares held in Reporting Person's 401(k) Plan.
- F8This PSU award was granted on January 1, 2016. One-third of the shares in the award vested on February 10, 2017 due to the achievement of a certain 2016 financial performance goal. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.
- F9This PSU award was granted on January 3, 2017. One-third of the shares in the award vested on February 15, 2018 due to the achievement of a certain 2017 financial performance goal. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.