SEC Form 4 · accession 0001144204-15-012933
Dealertrack Technologies, Inc · TRAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kristin Halpin
Officer — SVP, HR
Period of report
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 5:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001333513
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Feb 25, 2015 | A | 2,483 | $0.00 | A | 14,492 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $40.28 | Feb 25, 2015 | A | 6,950 | A | — | Feb 24, 2022 | Common Stock | 6,950 | 6,950 | D |
| Performance Stock UnitF5,F4 | $0.00 | Feb 25, 2015 | A | 2,565 | A | — | Feb 25, 2018 | Common Stock | 2,565 | 2,565 | D |
Explanation of responses
- F1Includes 5,182 restricted stock units.
- F2Each restricted stock unit represents a contingent right to receive one share of Dealertrack common stock. The restricted stock units vest in four equal annual installments beginning February 25, 2016.
- F325% of the shares subject to the option will vest on February 25, 2016, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on February 25, 2019.
- F4The Performance Stock Units will vest in full on February 25, 2018 subject to the achievement of certain performance goals. These performance goals are equally based on both the Company's Revenue for calendar year 2015 and the total shareholder return of the Company's common stock as compared to other companies in the NASDAQ Software Index in the aggregate for calendar years 2015, 2016 and 2017.
- F5This amount represents the target number of PSUs (100%) awarded and is subject to adjustment ranging from 0% (threshold) to 150% (maximum) based on the percentage achievement of the performance goals.