SEC Form 4 · accession 0001700971-18-000003
JAMBA, INC. · JMBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joe Thornton
Officer — SVP, Chief Operations Officer
Period of report
May 14, 2018
Accepted (ET)
May 16, 2018 · 5:46 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 14, 2018 | A | 75,000 | $0.00 | A | 75,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities reported in this column consist of 75,000 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 75,000 RSUs, 5,000 are subject to time-based vesting and will vest in equal annual installments on each of March 20, 2018, March 20, 2019 and March 20, 2020. Of the remaining RSUs, 35,000, 20,000 and 15,000 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.
- F2Inducement grants provided for in Mr. Thornton's 2017 employment offer letter. With the Company's 2017 10-K filed on May 11, 2018, the Company was able to file the Form S-8 for such inducement grants in order to issue such grants.