SEC Form 4 · accession 0001299709-15-000072
Axos Financial, Inc. · AX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J Micheletti
Officer — EVP & Chief Financial Officer
Period of report
Aug 6, 2015
Accepted (ET)
Aug 10, 2015 · 9:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001299709
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 6, 2015 | M | 3,750 | $130.42 | A | 112,217 | D | |
| Common StockF1,F2 | Aug 6, 2015 | F | 1,956 | $130.42 | D | 110,261 | D | |
| Common Stock | Aug 10, 2015 | M | 20,000 | $130.60 | A | 130,261 | D | |
| Common StockF3 | Aug 10, 2015 | S | 19,000 | $130.60 | D | 111,261 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy) | $7.35 | Aug 10, 2015 | M | 20,000 | D | Jul 24, 2007 | Jul 25, 2016 | Common Stock | 20,000 | 0 | D |
| Restricted Stock UnitsF4,F5 | — | Aug 6, 2015 | M | 3,750 | D | — | — | Common Stock | 3,750 | 17,752 | D |
Explanation of responses
- F1Represents shares of Common Stock issued on August 6, 2015 following the vesting of Restricted Stock Units (RSU's) which vest one-third each year. The RSU's were previously granted to the reporting person under the BofI Holding, Inc. 2004 Stock Incentive Plan in connection with the reporting person's employment agreement as Chief Financial Officer.
- F2Represents shares of Common Stock retained by BofI Holding, Inc. for tax witholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSU's.
- F3This transaction was executed in multiple trades, at prices ranging from $129.00 to $132.87. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold and the prices at which each transaction was effected.
- F4The RSU's were granted to the reporting person under the BofI Holding, Inc. 2004 Stock Incentive Plan in connection with the reporting person's employment agreement as Chief Financial Officer. Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. The RSU's are accompanied by dividend equivalent rights.
- F5The RSU's vest over three years, one-third on each anniversary date of grant.