SEC Form 4 · accession 0001375551-15-000001
DCP Holding CO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert C Hodgkins
Officer — Vice President and CFO
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 10:23 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001361025
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F2 | — | Dec 31, 2014 | P | 1 | A | — | — | Class B Common Shares | 1 | 34 | D |
| Restricted Share UnitsF3,F4 | — | Jan 2, 2015 | A | 13 | A | — | — | Class B Common Shares | 13 | 412 | D |
Explanation of responses
- F1Each share of Phantom Stock is the economic equivalent of one Class B Common Share of Issuer.
- F2The Reporting Person acquired the Phantom Stock by electing to defer compensation into Phantom Stock under the Issuer's Deferred Compensation Plan. Pursuant to such election, the Phantom Stock will be settled in cash upon the Reporting Person's termination of employment with the Issuer.
- F3Each Restricted Share Unit is the economic equivalent of one Class B Common Share of Issuer.
- F4The Restricted Share Units have been granted to the Reporting Person pursuant to the Issuer's 2006 Dental Care Plus Management Equity Incentive Plan. The Restricted Share Units vest upon the earliest to occur of (i) the date of death, disability or retirement of the Reporting Person, or (ii) in accordance with a vesting schedule pursuant to which the Restricted Share Units vest annually on a percentage basis on the anniversary of the date of grant as follows: 10% after year 1, 30% after year 2, 60% after year 3, and 100% after year 4. The Reporting Person elected to defer the receipt of the Restricted Share Units under the Issuer's Deferred Compensation Plan, and therefore, the Restricted Share Units that vest will be settled in cash upon the Reporting Person's termination of employment with the Issuer.