SEC Form 4 · accession 0001299709-17-000080
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 24, 2017
Accepted (ET)
Aug 24, 2017 · 9:40 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 24, 2017 | M | 15,000 | $26.50 | A | 493,648 | D | |
| Common StockF1,F2 | Aug 24, 2017 | F | 8,272 | $26.50 | D | 485,376 | D | |
| Common Stock | holding | — | — | — | 876 | 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 24, 2017 | M | 15,000 | D | — | — | Common Stock | 15,000 | 75,000 | D |
| Restricted Stock UnitsF5,F6,F4 | — | Aug 24, 2017 | A | 45,000 | A | — | — | Common Stock | 45,000 | 120,000 | D |
Explanation of responses
- F1Represents shares of Common Stock issued on August 24, 2017 following the vesting of Restricted Stock Units (RSUs) which vest one-third each year. The RSUs were previously granted to the reporting person under the BofI Holding, Inc. 2014 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 withholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSUs.
- F3The RSUs were granted to the reporting person under the BofI Holding, Inc. 2014 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 RSUs are accompanied by dividend equivalent rights.
- F4The RSUs vest over three years, one-third on each anniversary date of grant.
- F5Grant to the reporting person on August 24, 2017, of restricted stock units ("RSUs") under the BofI Holding, Inc. 2014 stock incentive plan in connection with the reporting person's employment contract as Chief Financial Officer.
- F6Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights.