SEC Form 4 · accession 0001364954-18-000064
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
Mar 1, 2018
Accepted (ET)
Mar 2, 2018 · 9:53 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 | Mar 1, 2018 | A | 65,989 | $0.00 | A | 675,583 | D | |
| Common StockF2 | Mar 1, 2018 | A | 204,756 | $0.00 | A | 880,339 | D | |
| Common Stock | Mar 1, 2018 | F | 33,840 | $19.70 | D | 846,499 | D | |
| Common Stock | Mar 1, 2018 | F | 22,559 | $19.70 | D | 823,940 | D | |
| Common Stock | Mar 1, 2018 | S | 5,300 | $20.001 | D | 818,640 | D | |
| Common Stock | Mar 2, 2018 | S | 82,200 | $20.285 | D | 736,440 | D | |
| Common StockF6 | holding | — | — | — | 17,117 | 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 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.
- F2Represents the number of shares of Common Stock subject to PSUs granted to the Reporting Person in 2017 (the "2017 PSUs") that shall now be subject to time-based vesting following the Compensation Committee's determination of the achievement of certain performance measurements on March 1, 2018. The shares subject to the 2017 PSUs allocated to each performance metric shall vest as follows: 1/3 on March 1, 2018, 1/3 on March 1, 2019 and the remaining 1/3 on March 1, 2020, subject to the Reporting Person's continued service up to and through the applicable vesting dates.
- F3Exempt 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 2017 PSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the 2017 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.
- F4Exempt 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 RSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs. 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.
- F5The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 3, 2017.
- F6The 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.