SEC Form 4 · accession 0001299709-18-000090
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 24, 2018
Accepted (ET)
Aug 27, 2018 · 9:51 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, 2018 | M | 15,000 | $37.87 | A | 513,802 | D | |
| Common StockF1,F2 | Aug 24, 2018 | F | 7,897 | $37.87 | D | 505,905 | D | |
| Common StockF1 | Aug 24, 2018 | M | 15,000 | $37.87 | A | 520,905 | D | |
| Common StockF1,F2 | Aug 24, 2018 | F | 7,888 | $37.87 | D | 513,017 | D | |
| Common StockF1 | Aug 26, 2018 | M | 15,000 | $37.87 | A | 528,017 | D | |
| Common StockF1,F2 | Aug 26, 2018 | F | 7,897 | $37.87 | D | 520,120 | D | |
| Common Stock | holding | — | — | — | 1,237 | 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, 2018 | M | 15,000 | D | — | — | Common Stock | 15,000 | 75,000 | D |
| Restricted Stock UnitsF3,F4 | — | Aug 24, 2018 | M | 15,000 | D | — | — | Common Stock | 15,000 | 60,000 | D |
| Restricted Stock UnitsF3,F4 | — | Aug 26, 2018 | M | 15,000 | D | — | — | Common Stock | 15,000 | 45,000 | D |
Explanation of responses
- F1Represents shares of Common Stock issued on August 24, 2018 and August 26, 2018 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.
- F4The RSUs vest over three years, one-third on each anniversary date of grant.