SEC Form 4 · accession 0001364954-17-000063
CHEGG, INC · CHGG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J Brown
Officer — CHIEF FINANCIAL OFFICER
Period of report
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 7:06 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 27, 2017 | A | 98,592 | $0.00 | A | 432,984 | D | |
| Common Stock | Feb 27, 2017 | F | 51,447 | $8.16 | D | 381,537 | D | |
| Common StockF3 | Feb 27, 2017 | A | 160,719 | $0.00 | A | 542,256 | D | |
| Common StockF4,F5 | holding | — | — | — | 347,117 | I | By Andy and Pam Brown Family Trust | |
| Common Stock | holding | — | — | — | 5,000 | I | By Child |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the number of shares of the Issuer's Common Stock (the "Common Stock") subject to performance-based restricted stock units ("PSUs") granted to the Reporting Person in 2015 (the "2015 PSUs") that were certified to be awarded by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") and vested in full on February 27, 2017. The reported shares of Common Stock subject to the 2015 PSUs represent the remaining shares subject to the 2015 PSUs and there are no remaining shares to be awarded subject to the 2015 PSUs.
- F2Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the 2015 PSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the 2015 PSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.
- F3Represents the number of shares of Common Stock subject to PSUs granted to the Reporting Person in 2016 (the "2016 PSUs") that shall now be subject to time-based vesting following the Compensation Committee's determination of the achievement of certain performance measurements on February 27, 2017. The shares subject to the 2016 PSUs allocated to each performance metric shall vest as follows: 50% of on March 15, 2018 and 50% on March 15, 2019, subject to the Reporting Person's continued service up to and through the applicable vesting dates.
- F4The reporting person contributed 269,390 shares of CHGG common stock to the Andy and Pam Brown Family Trust on November 16, 2016, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.
- F5The Reporting Person is a Co-Trustee.