SEC Form 4 · accession 0001340127-18-000020

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

• F1Reflects the grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Upon the achievement of any vesting conditions, the restricted stock units will be settled on the applicable vest date in shares of the issuer's common stock.
• F228,794 restricted stock units (the "4-Year RSUs") vest in 4 equal annual installments beginning on February 14, 2018. 28,794 restricted stock units (the "PRSUs") will meet the performance vesting condition if, within three years from February 14, 2018, the closing price per share of the Common Stock is (i) at least $31.12 for 20 consecutive trading days with respect to 50% of the shares, and (ii) at least $35.01 for 20 consecutive trading days with respect to the other 50% of the shares. Upon achieving the applicable performance vesting condition ("Performance Achievement"), the award will be subject to service vesting, with vesting of such Performance-Based RSUs 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 PRSUs shall be accelerated upon certain Change of Control events.
• F3Includes 226,732 shares of common stock subject to unvested restricted stock units.