SEC Form 4 · accession 0001179110-16-028342
Primoris Services Corp · PRIM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Pratt
Director · 10% Owner
Period of report
Aug 3, 2016
Accepted (ET)
Aug 5, 2016 · 2:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001361538
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | Aug 3, 2016 | A | 2,349 | — | A | 10,148,447 | D | |
| Common Stock | holding | — | — | — | 97,810 | I | by Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Sale Contract (obligation to sell)F1,F2 | — | holding | — | — | — | Mar 8, 2017 | May 3, 2017 | Common Stock | 400,000 | 0 | D |
Explanation of responses
- F1On March 31, 2014, Mr. Pratt entered into a prepaid variable forward sale with an unaffiliated third party. The contract obliges Mr. Pratt to deliver to the buyer up to 400,000 shares of PRIM common stock (or, at Mr. Pratt's election, an equivalent amount of cash based on the market price of PRIM common stock at that time) on the maturity dates of the contract. The maturity dates are the 40 business days starting March 8, 2017 and ending May 3, 2017 with 10,000 shares maturing each day. For assuming this obligation, Mr. Pratt received $9,860,364 as of March 31, 2014. Mr. Pratt has pledged 400,000 shares of PRIM common stock to secure the obligations. He has retained voting rights of the pledged shares.
- F2On each maturity date, the number of shares delivered to the buyer will be determined as follows: (a) If the settlement price is less than or equal to $25.6446/share, Mr. Pratt will deliver 10,000 shares; (b) if the settlement price is greater than $25.6446/share but less than or equal to $36.8321/share, he will deliver shares equal to the product of 10,000 shares multiplied by $25.6446 divided by the settlement price; or (c) if the settlement price is greater than $36.8321/share, he will deliver shares equal to the result of subtracting the quotient of $111,875 divided by the settlement price from 10,000 shares.
- F3The non-employee director compensation program adopted by the Board in May 2011 and updated August 4, 2015, provides for the issuance of restricted stock with a value of $46,667 resulting in a grant of 2,349 shares of stock. The shares of stock cannot be sold for a period of twelve months from the date of grant.