SEC Form 4 · accession 0001209191-16-104921
NEUSTAR INC · NSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Leonard J Kennedy
Officer — SVP, General Counsel & Sec
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 8:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001265888
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Feb 29, 2016 | M | 17,412 | $0.00 | A | 35,349 | D | |
| Class A Common StockF1 | Feb 29, 2016 | F | 6,297 | $24.87 | D | 29,052 | D | |
| Class A Common StockF2,F3 | Feb 29, 2016 | M | 17,247 | $0.00 | A | 46,299 | D | |
| Class A Common StockF3 | Mar 1, 2016 | M | 3,293 | $0.00 | A | 49,592 | D | |
| Class A Common StockF4,F3 | Mar 1, 2016 | F | 1,172 | $25.43 | D | 48,420 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF5,F6,F7 | $0.00 | Feb 29, 2016 | M | 17,412 | D | — | — | Class A Common Stock | 17,412 | 0 | D |
| Performance Stock UnitsF8,F2,F7 | $0.00 | Feb 29, 2016 | M | 17,247 | D | — | — | Class A Common Stock | 17,247 | 0 | D |
| Restricted Stock UnitsF9,F10 | $0.00 | Mar 1, 2016 | M | 3,293 | D | — | — | Class A Common Stock | 3,293 | 6,587 | D |
Explanation of responses
- F1The price is equal to the closing price of the Class A Common Stock on February 29, 2016.
- F10Upon the Reporting Person's termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan (the "Plan")), including by reason of death or Disability (as defined in the Plan), other than by the Issuer for Cause (as defined in the Plan) or by the Reporting Person without Good Reason (as defined in the Restricted Stock Unit Agreement, any unvested restricted stock units that would have vested during the 12 months after such separation from NeuStar, Inc. shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation.
- F2The shares are subject to vesting based on continued employment through March 1, 2018.
- F3Includes shares that are subject to a performance-vested restricted unit agreement under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan.
- F4The price is equal to the closing price of the Class A Common Stock on March 1, 2016.
- F5The shares represent the third tranche of the performance-vested restricted stock units granted on June 19, 2013. In accordance with the Performance-Vested Restricted Stock Unit Agreement, each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to,the achievement of certain revenue and adjusted net income goals for the 2015 fiscal year. The number of shares of Class A Common Stock, together with Dividend Equivalents (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of performance stock units granted.
- F6Immediately.
- F7If the Reporting Person experiences a Termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) other than "for cause" or "without good reason", these performance stock units, and any other performance stock units earned by the Reporting Person as a result of the achievement of performance goals which have not yet vested as of the date of Termination but would have vested at any time during the twelve (12) months following such Termination, shall immediately vest, and any remaining portion of any unvested award shall be immediately forfeited.
- F8The shares represent the first tranche of the performance-vested restricted stock units granted on April 13, 2015 and remain subject to vesting based on continued employment through March 1, 2018. Each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to, the achievement of certain revenue and adjusted net income goals set forth in the Performance-Vested Restricted Stock Unit Agreement. The number of shares of Class A Common Stock, together with the Dividend Equivalents (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of shares of performance stock units granted.
- F9One-third of the restricted stock units vest on each of March 1, 2016, 2017 and 2018.