SEC Form 4 · accession 0001209191-17-018456
REALPAGE INC · RP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen T Winn
Officer — Chairman President & CEO · Director · 10% Owner
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 5:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001286225
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 2, 2017 | A | 275,955 | $0.00 | A | 4,070,144 | D | |
| Common StockF2,F3 | holding | — | — | — | 19,204,416 | I | By Seren Capital Ltd. | |
| Common StockF4 | holding | — | — | — | 211,978 | I | By Melinda G. Winn 2010 QTIP Trust | |
| Common StockF2,F5 | holding | — | — | — | 15,049 | I | By Stephen T. Winn 1996 Family LPA |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Restricted Stock with Market Based Vesting Awarded to Reporting Person on 03/02/2017: Prior to July 1, 2020, one-third (1/3) of the restricted shares shall become eligible to vest, if for 20 consecutive trading days Issuer's average closing price per share of common stock equals or exceeds the threshold price of $38.05, the target price of $41.09 and the maximum price of $45.66, respectively (collectively, the "Eligible Shares"). Eligible Shares shall vest in equal quarterly installments over the following year. All Eligible Shares shall be fully vested on July 1, 2020, or upon a Change in Control, or due to Death or Disability. Also, the remaining tranches of unvested shares shall be deemed to be Eligible Shares and shall fully vest immediately prior to a Change in Control that results in the per share value of Issuer's common stock equal to or in excess of values of each respective tranche.
- F2Reporting Person filed a Form 4 dated 11/17/2016 to report transactions that occurred on 11/16/2016 pursuant to a 10b5-1 trading plan dated June 14, 2016. Beneficially owned shares are adjusted on this Form 4 to correct the total beneficially owned shares for Reporting Person by an increase of two shares and to decrease the beneficially owned shares of Seren Capital Ltd. and Stephen T. Winn 1996 Family LPA by one share each. This adjustment relates to the allocation of shares sold on 11/16/2016 under the 10b5-1 Plan.
- F3The reporting person is the sole manager and president of Seren Capital Management, L.L.C., which is the general partner of the partnership that directly owns the reported securities. The reporting person disclaims beneficial ownership of the securities reported except to the extent of his pecuniary interest, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
- F4These securities are held in trust for the benefit of the reporting person's spouse. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities and the inclusion of these securities in this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F5The reporting person is the manager of Stephen T. Winn Management, LLC, which is the general partner of the partnership that directly owns the reported securities. The reporting person disclaims beneficial ownership of the securities reported except to the extent of his pecuniary interest, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.