SEC Form 4 · accession 0001179110-15-009889
Rally Software Development Corp · RALY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan A Martens
Officer — Chief Technology Officer
Period of report
Jun 12, 2015
Accepted (ET)
Jun 16, 2015 · 3:21 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,F4 | Jun 12, 2015 | X | 1,325 | $3.78 | A | 583,820 | D | |
| Common Stock | Jun 12, 2015 | S | 258 | $19.43 | D | 583,562 | D | |
| Common Stock | holding | — | — | — | 11,200 | I | Custodian for son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common Stock (right to buy)F6 | $3.78 | Jun 12, 2015 | X | 1,325 | D | — | May 20, 2018 | Common Stock | 1,325 | 0 | D |
Explanation of responses
- F1Includes 13,000 previously reported 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 10,125 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.
- F3Includes 7,950 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 April 25, 2016 such that the RSUs are fully vested on April 25, 2018, 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.
- F4Includes 15,000 previously reported shares issued as RSUs under the Plan that were received as an award, for no consideration, which vest in a series of four successive annual installments beginning on January 25, 2016 such that the RSUs are fully vested on January 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.
- F5On June 12, 2015, the Reporting Person exercised a warrant to purchase 1,325 shares of the Issuer's common stock for $3.78 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 258 shares to pay the exercise price and issuing to the Reporting Person the remaining 1,067 shares. The Issuer also paid $4.44 in cash to the Reporting Person in lieu of a fractional share.
- F6Immediately exercisable.