SEC Form 4 · accession 0001209191-17-018112
NEUSTAR INC · NSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henry Skorny
Officer — SVP, IOT
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 9:49 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 StockF1 | Mar 1, 2017 | M | 3,366 | $0.00 | A | 3,366 | D | |
| Class A Common StockF2,F1 | Mar 1, 2017 | F | 1,265 | $33.30 | D | 2,101 | D | |
| Class A Common StockF1 | Mar 1, 2017 | M | 10,415 | $0.00 | A | 12,516 | D | |
| Class A Common StockF2,F1 | Mar 1, 2017 | F | 3,969 | $33.30 | D | 8,547 | D | |
| Class A Common StockF1 | Mar 1, 2017 | M | 7,352 | $0.00 | A | 15,899 | D | |
| Class A Common StockF2,F1 | Mar 1, 2017 | F | 2,763 | $33.30 | A | 13,136 | D | |
| Class A Common StockF1 | Mar 1, 2017 | M | 12,523 | $0.00 | A | 25,659 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | $0.00 | Mar 1, 2017 | M | 3,366 | D | — | — | Class A Common Stock | 3,366 | 0 | D |
| Performance Stock UnitsF5,F6 | $0.00 | Mar 1, 2017 | M | 10,415 | D | — | — | Class A Common Stock | 10,415 | 0 | D |
| Performance Stock UnitsF5,F6 | $0.00 | Mar 1, 2017 | M | 7,352 | D | — | — | Class A Common Stock | 7,352 | 0 | D |
| Performance Stock UnitsF7,F6 | $0.00 | Mar 1, 2017 | M | 12,523 | D | — | — | Class A Common Stock | 12,523 | 0 | D |
Explanation of responses
- F1Includes shares that are subject to performance-vested restricted unit agreements under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan.
- F2The price is equal to the closing price of the Class A Common Stock on March 1, 2017.
- F3On April 8, 2016, 10,100 restricted stock units were awarded. The portion of the restricted stock units that are being reported in this Form 4 were fully vested on March 1, 2017.
- F4Upon 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 by 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 seperation from NeuStar, Inc. shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation.
- F5Immediately.
- F6If the Reporting Person experiences a Termination (as defined in the Plan) other than "for cause" or "without good reason", these PVRSUs, 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.
- F7The shares are subject to vesting based on continued employment through March 1, 2019.