SEC Form 4 · accession 0001340127-17-000025

Carbonite Inc · CARB

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents shares withheld by the Company to satisfy tax obligations of the reporting person.
• F2Includes 331,250 shares of common stock subject to unvested restricted stock units.
• F3Reflects the grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
• F459,632 restricted stock units (the "4-Year RSUs") vest in 4 equal annual installments beginning on February 10, 2018 and will be settled on each applicable vest date in shares of the issuer's common stock. 59,632 restricted stock units (the "Performance-based RSUs") will meet the performance vesting condition if, within three years from February 10, 2017, the closing price per share of the Common Stock is at least $25.00 for 20 consecutive trading days. Upon achieving the applicable performance vesting condition ("Performance Achievement"), the Award will be subject to service vesting, with vesting of such Performance-Based Restricted Stock Units to occur in four equal 3-month installments over the one-year period from the date of Performance Achievement, subject to the Recipient's continued service to the Company through the applicable vesting date. The vesting schedule for the Performance-based RSUs shall be accelerated upon certain Change of Control events.
• F5Includes 450,514 shares of common stock subject to unvested restricted stock units.