SEC Form 4 · accession 0001209191-18-047149
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
Aug 13, 2018
Accepted (ET)
Aug 16, 2018 · 5:35 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 | Aug 13, 2018 | A | 13,303 | $0.00 | A | 142,523 | D | |
| Common StockF3,F2 | Aug 13, 2018 | A | 11,597 | $0.00 | A | 154,120 | D | |
| Common StockF4,F2 | Aug 13, 2018 | A | 14,603 | $0.00 | A | 168,723 | 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 | $75.17 | Aug 13, 2018 | A | 47,015 | A | — | Aug 13, 2028 | Common Stock | 47,015 | 47,015 | D |
Explanation of responses
- F1These shares were granted as restricted stock units that vest twenty-five percent on each of August 13, 2019, August 13, 2020, August 13, 2021, and August 13, 2022, subject to acceleration or forfeiture in certain specified circumstances.
- F2This grant was made after markets had closed.
- F3These shares were granted as performance share units and vest one hundred percent on August 13, 2021, 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 approximately 100 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%.
- F4These shares were granted as performance share units and vest one hundred percent on August 13, 2021, 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 an EPS Performance multiplier to the number of units vesting on the third anniversary of the date of grant. The EPS Performance multiplier is based on the cumulative adjusted EPS over the three year vesting period relative to a target cumulative adjusted EPS. The minimum EPS Performance multiplier is 0% and the maximum EPS Performance multiplier is 200%. These shares represent the performance share units granted, assuming an EPS Performance multiplier of 100%.
- F5The options vest in three equal annual installments beginning on August 13, 2019, subject to acceleration or forfeiture in certain specified circumstances.