SEC Form 4 · accession 0001299709-16-000256
Axos Financial, Inc. · AX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J Micheletti
Officer — EVP and Chief Financial Office
Period of report
Aug 6, 2016
Accepted (ET)
Aug 10, 2016 · 7:39 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 8, 2016 | M | 15,004 | $17.94 | A | 473,488 | D | |
| Common StockF1,F2 | Aug 8, 2016 | F | 8,266 | $17.94 | D | 465,222 | D | |
| Common Stock | holding | — | — | — | 504 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Aug 6, 2016 | M | 15,004 | D | — | — | Common Stock | 15,004 | 75,000 | D |
Explanation of responses
- F1Represents shares of Common Stock issued on August 8, 2016 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.
- F3The 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.
- F4The RSU's vest over three years, one-third on each anniversary date of grant.