SEC Form 4 · accession 0001144204-15-012937
Dealertrack Technologies, Inc · TRAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard McLeer
Officer — EVP, CIO and Services
Period of report
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 5:40 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 StockF1,F2 | Feb 25, 2015 | A | 7,448 | $0.00 | A | 43,153 | D | |
| Common StockF6,F2 | Feb 26, 2015 | S | 1,585 | $40.4027 | D | 41,568 | D | |
| Common StockF8,F2 | Feb 27, 2015 | S | 952 | $39.802 | D | 40,616 | 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 | 20,850 | A | — | Feb 24, 2022 | Common Stock | 20,850 | 20,850 | D |
| Performance Stock UnitF4,F5 | $0.00 | Feb 25, 2014 | A | 7,695 | A | — | Feb 25, 2018 | Common Stock | 7,695 | 7,695 | D |
Explanation of responses
- F1Each 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.
- F2Includes 26,059 restricted stock units.
- 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.
- F4This 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.
- F5The 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.
- F6This transaction was executed in multiple trades at prices ranging from $40.05 to $40.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F7The sales reported in this form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 7, 2014.
- F8This transaction was executed in multiple trades at prices ranging from $39.705 to $40.03. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.