SEC Form 4 · accession 0001209191-15-055717
Inteliquent, Inc. · IQNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Carter Jr.
Officer — Chief Executive Officer · Director
Period of report
Jun 22, 2015
Accepted (ET)
Jun 23, 2015 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001292653
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | Jun 22, 2015 | A | 16,874 | $0.00 | A | 16,874 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF2 | — | Jun 22, 2015 | A | 5,625 | A | — | Mar 15, 2016 | Common Stock | 5,625 | 5,625 | D |
| Performance Stock UnitsF3 | — | Jun 22, 2015 | A | 11,249 | A | — | Mar 15, 2017 | Common Stock | 11,249 | 11,249 | D |
| Performance Stock UnitsF4 | — | Jun 22, 2015 | A | 16,874 | A | — | Mar 15, 2018 | Common Stock | 16,874 | 16,874 | D |
| Employee Stock Options (right to purchase)F5 | $18.52 | Jun 22, 2015 | A | 46,467 | A | — | Jun 22, 2025 | Common Stock | 46,467 | 46,467 | D |
Explanation of responses
- F1One-quarter of the securities to which this note relates vest on June 22, 2016; the remaining three-quarters of the securities vest in equal annual installments on the second, third and fourth anniversary following June 22, 2016.
- F2Each performance stock unit represents a contingent right to receive between 0 and 2 shares of Inteliquent, Inc. common stock. The number of performance stock units reported represents the target amount. The actual number of shares to be delivered will be based on the total shareholder return of Inteliquent, Inc. over a 18-month measuring period weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the total shareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index. The actual number of shares delivered could equal 200% of the target amount. The performance stock units will settle as soon as practicable after January 1, 2016 but no later than March 15, 2016.
- F3Each performance stock unit represents a contingent right to receive between 0 and 2 shares of Inteliquent, Inc. common stock. The number of performance stock units reported represents the target amount. The actual number of shares to be delivered will be based on the total shareholder return of Inteliquent, Inc. over a two-year measuring period weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the total shareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index. The actual number of shares delivered could equal 200% of the target amount. The performance stock units will settle as soon as practicable after January 1, 2017 but no later than March 15, 2017.
- F4Each performance stock unit represents a contingent right to receive between 0 and 2 shares of Inteliquent, Inc. common stock. The number of performance stock units reported represents the target amount. The actual number of shares to be delivered will be based on the total shareholder return of Inteliquent, Inc. over a three-year measuring period weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the total shareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index. The actual number of shares delivered could equal 200% of the target amount. The performance stock units will settle as soon as practicable after January 1, 2018 but no later than March 15, 2018.
- F5One-quarter of the options to which this note relates vest on June 22, 2016; the remaining three-quarters of the options vest in equal annual installments on the second, third and fourth anniversary following June 22, 2016.