SEC Form 4 · accession 0001179110-16-031752
GLU MOBILE INC · GLUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas Earl
Officer — President & CEO
Period of report
Nov 14, 2016
Accepted (ET)
Nov 16, 2016 · 8:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001366246
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 15, 2016 | A | 125,000 | $0.00 | A | 131,613 | D | |
| Common Stock | Nov 15, 2016 | F | 46,975 | $2.06 | D | 84,638 | 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 UnitsF4,F5 | — | Nov 15, 2016 | M | 125,000 | D | — | — | Common Stock | 125,000 | 375,000 | D |
| Stock Option (right to buy)F6 | $2.10 | Nov 14, 2016 | A | 650,000 | A | — | Nov 14, 2026 | Common Stock | 650,000 | 650,000 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to Mr. Earl on December 15, 2015.
- F2Mr. Earl acquired 6,613 shares of Glu Mobile Inc.'s ("Glu") common stock on August 19, 2016 pursuant to Glu's 2007 Employee Stock Purchase Plan, which purchase was exempt from reporting under Rule 16b-3(c) promulgated under the Securities Exchange Act of 1934, as amended. The amount of securities directly beneficially owned by Mr. Earl following this transaction takes into account this purchase.
- 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 relinquished by Mr. Earl and cancelled by Glu in exchange for Glu's agreement to pay federal and state tax withholding obligations of Mr. Earl resulting from the vesting of RSUs. Mr. Earl 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.
- F4Each RSU represents a contingent right to receive one share of Glu common stock.
- F5The RSU vested as to 25% of the total number of shares of subject to the RSU on November 15, 2016 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date will be February 15, 2017, the next quarterly vesting date will be May 15, 2017, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day
- F6The option vests and becomes exercisable over four years with 25% of the shares vesting on the first anniversary of the grant date and the remaining shares vesting and becoming exercisable in equal monthly installments thereafter for a period of three years.