SEC Form 4 · accession 0001628280-18-013337
INNERWORKINGS INC · INWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric D Belcher
Director
Period of report
Oct 31, 2018
Accepted (ET)
Nov 1, 2018 · 4:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001350381
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 31, 2018 | M | 375,000 | $6.00 | A | 864,886 | D | |
| Common StockF2 | Oct 31, 2018 | F | 340,430 | $7.19 | D | 524,456 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $6.00 | Oct 31, 2018 | M | 375,000 | D | — | Nov 14, 2018 | Common Stock | 375,000 | 0 | D |
Explanation of responses
- F1Represents the final planned "net exercise" of outstanding stock options with a November 14, 2018 expiration date, as contemplated by the previously disclosed February 2018 Transition Agreement between Mr. Belcher and InnerWorkings, Inc. These shares were withheld by InnerWorkings Inc. for payment of the exercise price and applicable taxes, based on the closing price of InnerWorkings, Inc. common stock at the time of the option exercise on October 31, 2018 of $7.19.
- F2The "net exercise" resulted in a net increase to Mr. Belcher's beneficially owned non-derivative securities of 34,570 shares.
- F3These options vested in 20% annual installments beginning November 14, 2009.