SEC Form 4 · accession 0001181431-15-001927

Spansion Inc. · CODE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO · Director

Period of report

Jan 30, 2015

Accepted (ET)

Feb 3, 2015 · 9:21 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001322705

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F2	Jan 30, 2015	A	33,750	$0.00	A	168,013	D
Class A Common Stock^F2	Jan 31, 2015	A	100,002	$0.00	D	268,015	D
Class A Common Stock^F1	Jan 31, 2015	A	46,667	$0.00	A	314,682	D
Class A Common Stock^F1	Jan 31, 2015	A	27,000	$0.00	A	341,682	D
Class A Common Stock^F2	Jan 31, 2015	A	36,435	$0.00	A	378,117	D
Class A Common Stock^F4,F6	Feb 3, 2015	F	128,000	$34.20	D	250,117	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock Units^F2	—	Jan 30, 2015	M	33,750	D	—	—	Class A Common Stock	33,750	50,625	D
Performance Stock Units^F2	—	Jan 31, 2015	M	100,002	D	—	—	Class A Common Stock	100,002	0	D
Restricted Stock Units^F1,F5	—	Jan 31, 2015	M	46,667	D	—	—	Class A Common Stock	46,667	93,333	D
Restricted Stock Units^F1,F3	—	Jan 31, 2015	M	27,000	D	—	—	Class A Common Stock	27,000	27,000	D
Performance Stock Units^F2	—	Jan 31, 2015	M	36,435	D	—	—	Class A Common Stock	36,435	0	D

F1Upon vesting of the restricted stock units ("RSUs"), the Reporting Person is entitled to receive one (1) share of Class A Common Stock for each one (1) RSU.
F2Subject to the achievement of certain performance objectives, upon vesting of the performance based restricted stock units ("PSUs"), the Reporting Person is entitled to receive one (1) share of Class A Common Stock for each one (1) PSU.
F3Vests one-third annually on the anniversary of the date of grant.
F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan and were for payment of the tax liability incident to the vesting of a security issued in accordance with Rule 16b-3.
F5Vests one-third annually on the anniversary of the date of grant and quarterly thereafter.
F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.14 to $34.81 per share, inclusive. The Reporting Person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each respective price within the range set forth in footnote 6 to this Form 4.