SEC Form 4 · accession 0001209191-16-121719
EnerSys · ENS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Shaffer
Officer — President & CEO · Director
Period of report
May 16, 2016
Accepted (ET)
May 19, 2016 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001289308
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 16, 2016 | A | 24,021 | $0.00 | A | 97,068 | D | |
| Common StockF4,F2 | May 16, 2016 | A | 14,757 | $0.00 | A | 111,825 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2,F5 | $57.60 | May 16, 2016 | A | 53,934 | A | — | May 16, 2026 | Common Stock | 53,934 | 53,934 | D |
Explanation of responses
- F1These shares were granted as performance share units and vest one hundred percent on May 16, 2019, with an additional one year holding period (4 years total until settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each performance share unit converts into the number of shares of common stock determined by applying the TSR multiplier to the number of units vesting on the third anniversary of the date of grant. The TSR multiplier is based on relative TSR performance versus peers over the three year vesting period. The peer group is the S&P Small Cap 600 Industrial Index, of which EnerSys is a member, and consists of 99 companies. The minimum TSR multiplier is 0% and the maximum TSR multiplier is 200%. These shares represent the performance share units granted, assuming a TSR multiplier of 100%.
- F2This grant was made after markets had closed.
- F3This amount has been adjusted by 109.7914 shares to reflect market share units received in connection with the cash dividend paid on March 25, 2016 to stockholders of record as of March 11, 2016, with respect to 10,380 unvested MSUs granted to the reporting person on May 31, 2013, 7,789 unvested MSUs granted to the reporting person on May 12, 2014, and 16,517 unvested MSUS granted to the reporting person on May 31, 2013, and adjusted for previously declared and paid cash dividends. These MSUs will vest and are payable concurrent with the underlying MSUs.
- F4These shares were granted as restricted stock units that vest twenty-five percent on each of May 16, 2017, May 16, 2018, May 16, 2019, and May 16, 2020, subject to acceleration or forfeiture in certain specified circumstances.
- F5The options vest in three equal annual installments beginning on May 16, 2017, subject to acceleration or forfeiture in certain specified circumstances.