SEC Form 4 · accession 0001179110-15-005979
Rally Software Development Corp · RALY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy A. Miller
Officer — President and CEO · Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 4:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001313911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Apr 1, 2015 | A | 79,000 | $0.00 | A | 605,683 | D | |
| Common Stock | holding | — | — | — | 40,410 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $15.54 | Apr 1, 2015 | A | 135,000 | A | — | Mar 31, 2025 | Common Stock | 135,000 | 135,000 | D |
Explanation of responses
- F1Represents shares issued as Restricted Stock Units ("RSUs") under the Issuer's 2013 Equity Incentive Plan (the "Plan") that were received as an award, for no consideration. The RSUs vest in a series of four successive annual installments beginning on April 25, 2016 such that the RSUs are fully vested on April 25, 2019, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.
- F2Includes 1,200 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on December 15, 2014.
- F3Includes 24,750 previously reported shares issued as RSUs under the Plan that were received as an award, for no consideration, which vest in a series of three successive annual installments beginning on June 28, 2015 such that the RSUs are fully vested on June 28, 2017, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.
- F4Grant to the Reporting Person of a stock option under the Plan. The option vests as follows: 100% of the option shares shall vest in equal installments monthly over 48 months following April 1, 2015, provided that in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.