SEC Form 4 · accession 0001140361-15-044781
Diamond Foods Inc · DMND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Isobel A Jones
Officer — EVP, General Counsel
Period of report
Dec 15, 2015
Accepted (ET)
Dec 16, 2015 · 5:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 15, 2015 | M | 2,000 | $0.00 | A | 3,637 | D | |
| Common StockF2 | Dec 15, 2015 | F | 752 | — | D | 2,885 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Dec 15, 2015 | M | 2,000 | D | — | — | Common Stock | 2,000 | 10,945 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on October 14, 2014, the grant of which was previously reported on a Form 4 by the Reporting Person.
- F2Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F3Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F42,000 of the RSUs vested on December 15, 2015. Thereafter, 623 of the RSUs will vest on October 14, 2016, and 5,246 of the RSUs vest in two approximately equal installments on October 14, 2017 and 2018. 5,076 of the RSUs vest in four approximately equal installments on October 8, 2016, 2017, 2018 and 2019.