SEC Form 4 · accession 0001638599-16-001300
JAMBA, INC. · JMBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Pace
Officer — Chief Executive Officer · Director
Period of report
Mar 17, 2016
Accepted (ET)
Aug 19, 2016 · 8:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001316898
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 17, 2016 | A | 350,000 | $0.00 | A | 371,511 | D |
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 Common Stock)F3 | $12.35 | Mar 17, 2016 | A | 150,000 | A | — | Mar 17, 2026 | Common Stock | 150,000 | 150,000 | D |
| Stock Option (Right to Buy Common Stock)F4 | $19.50 | Apr 12, 2016 | A | 50,000 | A | — | Apr 12, 2026 | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1The securities reported in this column consist of 350,000 restricted stock units which give the Reporting Person a contingent right to receive at a future date one share of JMBA common stock for each RSU held and will be settled in shares on the applicable vesting date. Of the 350,000 RSUs, 150,000, 100,000 and 100,000 RSUs will vest upon the 30th consecutive trading day the closing price of JMBA common stock equals or exceeds $19.50, $24.00 and $28.50, respectively, or upon a change of control whereby JMBA's stockholders receive a per share consideration equaling or exceeding such target price, so long as the target price is achieved during the three year period beginning on the vesting commencement date, and in each case so long as the Reporting Person remains an employee of JMBA and/or its affiliates.
- F2The price targets are subject to adjustment as set forth in the Executive Employment Agreement dated January 22, 2016 by and between Jamba Juice Company and David A. Pace as filed on Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016.
- F3Of the 150,000 stock options, one-third will vest and become exercisable on each of March 14, 2017 , March 14, 2018 and March 14, 2019, in each case subject to the Reporting Person's continued employment with JMBA and/or its affiliates.
- F4Of the 50,000 stock options, one-third will vest and become exercisable on each of March 14, 2017 , March 14, 2018 and March 14, 2019, in each case subject to the Reporting Person's continued employment with JMBA and/or its affiliates.