SEC Form 4 · accession 0001364954-16-000266
CHEGG, INC · CHGG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Rosensweig
Officer — PRESIDENT, CEO & CHAIRMAN · Director
Period of report
Feb 23, 2016
Accepted (ET)
Feb 25, 2016 · 8:03 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 23, 2016 | A | 113,353 | $0.00 | A | 1,574,261 | D | |
| Common Stock | Feb 23, 2016 | F | 59,148 | $3.47 | D | 1,515,113 | D | |
| Common StockF3 | Feb 23, 2016 | A | 670,000 | $0.00 | A | 2,185,113 | D | |
| Common StockF4 | holding | — | — | — | 20,504 | I | See footnote | |
| Common Stock | holding | — | — | — | 7,166 | I | By The Rachel Rosensweig 2007 Irrevocable Trust U/A/D 03-12-07 | |
| Common Stock | holding | — | — | — | 7,166 | I | By The Samantha Rosensweig 2007 Irrevocable Trust U/A/D 03-12-07 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the number of shares subject to performance-based restricted stock units that vested on February 23, 2016. The reported shares represent a portion of the PSUs awarded to the reporting person in 2015. The remaining unvested performance-based restricted stock units will be earned, if at all, based on the company's 2016 revenue performance.
- 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.
- F3Represents an award of restricted stock units ("RSU", and each a "RSU"). Each RSU represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F4Held by Daniel L and Linda Rosensweig, Co-Trustees of the Rosensweig Family Revocable Trust U/A/D 03-12-07. The Reporting Person is a Co-Trustee.