SEC Form 4 · accession 0001179110-17-005209
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
Mar 28, 2017
Accepted (ET)
Mar 29, 2017 · 6:23 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 StockF1,F2 | Mar 28, 2017 | J | 10,000 | — | D | 10,000,411 | D | |
| Common StockF1,F2 | Mar 29, 2017 | J | 10,000 | — | D | 9,990,411 | 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 | — | Mar 28, 2017 | J | 10,000 | D | Mar 8, 2017 | May 3, 2017 | Common Stock | 250,000 | 0 | D |
| Forward Sale Contract (obligation to sell)F1,F2 | — | Mar 29, 2017 | J | 10,000 | D | Mar 8, 2017 | May 3, 2017 | Common Stock | 240,000 | 0 | D |
Explanation of responses
- F1On March 31, 2014, Mr. Pratt entered into a prepaid variable forward sale with an unaffiliated third party, which was previously reported. 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. For the 3/28/2017 transaction, the settlement price was $22.90 per share and for the 3/29/2017 transaction the settlement price was $23.05 per share. Accordingly, 10,000 shares were delivered for each of the two transactions.