SEC Form 4 · accession 0001209191-18-045667
TechTarget Inc · TTGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Cotoia
Officer — Chief Executive Officer · Director
Period of report
Aug 3, 2018
Accepted (ET)
Aug 7, 2018 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001293282
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 3, 2018 | M | 50,000 | — | A | 130,868 | D | |
| Common StockF1 | Aug 4, 2018 | M | 50,000 | — | A | 180,868 | D | |
| Common StockF2 | Aug 4, 2018 | F | 22,225 | $28.05 | D | 158,643 | 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 UnitsF1,F3 | — | Aug 3, 2018 | M | 50,000 | D | — | — | Common Stock | 50,000 | 50,000 | D |
| Restricted Stock UnitsF1,F4 | — | Aug 4, 2018 | M | 50,000 | D | — | — | Common Stock | 50,000 | 100,000 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of TechTarget, Inc.'s Common Stock upon vesting. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.
- F2Withholding of shares to satisfy tax obligations in connection with the vesting and delivery of restricted stock units. Since the vesting date fell on a Saturday, the price represents the closing price of TechTarget's Common Stock on the immediately preceding business day, Friday, August 3, 2018.
- F3This award was granted on August 3, 2016. One-third of the RSUs subject to the award vested on each of August 3, 2017 and August 3, 2018. The remaining one-third of the RSUs are scheduled to vest on August 3, 2019. Vested shares will be delivered to the Reporting Person on the applicable dates as set forth in the Reporting Person's award agreement with respect to each vesting tranche.
- F4This award was granted on August 4, 2017. One-third of the RSUs subject to the award vested on August 4, 2018, and one-third of the RSUs are scheduled to vest on each of August 4, 2019 and August 4, 2020. Vested shares will be delivered to the Reporting Person on the applicable dates as set forth in the Reporting Person's award agreement with respect to each vesting tranche.