SEC Form 4 · accession 0001437749-18-001063
TSS, Inc. · TSSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kieran Brennan
Officer — Sr. V.P., Sales & Marketing
Period of report
Jan 22, 2018
Accepted (ET)
Jan 24, 2018 · 4:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320760
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 22, 2018 | A | 200,000 | $0.00 | A | 200,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF2 | $0.49 | Jan 22, 2018 | A | 250,000 | A | — | Jan 22, 2028 | Common Stock | 250,000 | 250,000 | D |
Explanation of responses
- F1These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Brennan and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 100,000 shares will vest on January 22, 2019, and (2) 100,000 shares will vest on January 22, 2020. All unvested shares of restricted stock will vest upon a change of control of the Issuer.
- F2The option becomes exercisable in installments as follows: (1) 83,333 shares will vest on January 22, 2019, (2) 83,333 shares will vest on January 22, 2020, and (3) 83,334 shares will vest on January 22, 2021. The option will become immediately exercisable upon the occurrence of a change in control of the Issuer.