SEC Form 4 · accession 0001209191-15-020581
CHEGG, INC · CHGG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert C. Chesnut
Officer — SR VP & GENERAL COUNSEL
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 9:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364954
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 26, 2015 | M | 84,906 | $0.00 | A | 342,320 | D | |
| Common Stock | Feb 26, 2015 | F | 19,615 | $7.99 | D | 322,705 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F3,F4 | $0.00 | Feb 26, 2015 | M | 84,906 | D | — | — | Common Stock | 84,906 | 0 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F2Exempt transaction pursuant to Section 16b-3(e) - payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F3Upon the achievement by December 31, 2014 of certain company performance metrics measurements approved by the Compensation Committee of the Board of Directors, the RSUs allocated to each performance metric shall vest as to 1/3 on February 26, 2015; 1/3 on the one year anniversary of the determined vesting date; and 1/3 on the two year anniversary of the determined vesting date, subject to the Reporting Person's continued service up to and through the applicable vesting dates.
- F4The RSUs expire on the date on which settlement of all RSUs granted occurs. The RSUs expire earlier if no settlement occurs or if the Reporting Person's service terminates, as described in the RSU agreement.