SEC Form 4 · accession 0001209191-16-114050
NEUSTAR INC · NSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul S Lalljie
Officer — Senior Vice President and CFO
Period of report
Apr 8, 2016
Accepted (ET)
Apr 12, 2016 · 9:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001265888
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3,F4 | $0.00 | Apr 8, 2016 | A | 25,250 | A | — | — | Class A Common Stock | 25,250 | 25,250 | D |
Explanation of responses
- F1One-third of the restricted stock units vest on each of March 1, 2017, 2018 and 2019.
- F2Upon the Reporting Person's Termination (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan (the "Plan")), including by death or Disability (as defined in the Plan), by the Issuer without Cause (as defined in the Plan) or by the Reporting Person with Good Reason (as defined in the Restricted Stock Unit Agreement), any unvested restricted stock units that would have vested during the 12 month period following such separation from the Issuer shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation.
- F3Upon the Reporting Person's Termination due to Retirement (as defined in the Plan), a number of unvested RSUs (if any) equal to the product of (i) the number of RSUs that would have become vested on the next scheduled Vesting Date (as defined in the Plan) had the Reporting Person's employment continued through such Vesting Date and (ii) a fraction, the numerator of which is the number of days from the last Vesting Date preceding the date of such Termination (or in the case of a Termination prior to the first such Vesting Date, the number of days from the Grant Date (as defined in the Plan)) through the date of such Termination, and the denominator of which is the number of days from the last Vesting Date preceding the date of such Termination (or in the case of a Termination prior to the first such Vesting Date, the number of days from the Grant Date) through the next scheduled Vesting Date, shall immediately vest.
- F4Following a Change in Control (as defined in the Plan) following which any portion of the Reporting Person's RSUs remains unvested, upon the Reporting Person's Termination (i) by reason of the Reporting Person's death or Disability, (ii) by the Company without Cause, (iii) by the Reporting Person with Good Reason, in each case, within two (2) years after such Change in Control, the Reporting Person's RSUs shall immediately vest in full upon such Termination.