SEC Form 4 · accession 0001721767-18-000003
JAMBA, INC. · JMBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Claudia Schaefer
Officer — SVP, Chief Marketing Officer
Period of report
May 14, 2018
Accepted (ET)
May 16, 2018 · 5:49 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 | 45,000 | $0.00 | A | 45,000 | 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)F2,F3 | $9.71 | May 14, 2018 | A | 35,000 | A | — | May 14, 2028 | Common Stock | 35,000 | 35,000 | D |
Explanation of responses
- F1The securities reported in this column consist of 45,000 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 45,000 RSUs, 10,000 are subject to time-based vesting and will vest in equal annual installments on each of November 6, 2018, November 6, 2019, and November 6, 2020. Of the remaining RSUs, 17,500, 10,000 and 7,500 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 Ms. Schaefer'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.
- F3Of the 35,000 stock options, one-fourth will vest and become exercisable on each of November 6, 2018, November 6, 2019, November 6, 2020 and November 6, 2021, in each case subject to the Reporting Person's continued employment with JMBA and/or its affiliates.