SEC Form 4 · accession 0001299709-17-000090
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 26, 2017
Accepted (ET)
Aug 29, 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 26, 2017 | M | 15,000 | $26.25 | A | 500,376 | D | |
| Common StockF1,F2 | Aug 26, 2017 | F | 8,287 | $26.25 | D | 492,089 | D | |
| Common StockF3 | Aug 28, 2017 | M | 15,000 | $26.55 | A | 507,089 | D | |
| Common StockF3,F2 | Aug 28, 2017 | F | 8,287 | $26.55 | D | 498,802 | 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 UnitsF4,F5 | — | Aug 26, 2017 | M | 15,000 | D | — | — | Common Stock | 15,000 | 105,000 | D |
| Restricted Stock UnitsF4,F5 | — | Aug 28, 2017 | M | 15,000 | D | — | — | Common Stock | 15,000 | 90,000 | D |
Explanation of responses
- F1Represents shares of Common Stock issued on August 26, 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.
- F3Represents shares of Common Stock issued on August 28, 2017 following the vesting of RSUs which vest one-third each year. The RSUs 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.
- F4The RSUs were granted to the reporting person under the BofI Holding, Inc. 2004 and 2014 Stock Incentive Plans 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.
- F5The RSUs vest over three years, one-third on each anniversary date of grant.