SEC Form 4 · accession 0001179110-16-031754
GLU MOBILE INC · GLUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Niccolo de Masi
Officer — Executive Chairman · Director
Period of report
Nov 15, 2016
Accepted (ET)
Nov 16, 2016 · 8:36 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 | Nov 15, 2016 | A | 21,688 | $0.00 | A | 515,576 | D | |
| Common Stock | Nov 15, 2016 | F | 11,317 | $2.06 | D | 504,259 | D | |
| Common StockF3 | Nov 15, 2016 | A | 10,938 | $0.00 | A | 515,197 | D | |
| Common Stock | Nov 15, 2016 | F | 5,708 | $2.06 | D | 509,489 | D | |
| Common StockF4 | Nov 15, 2016 | A | 28,125 | $0.00 | A | 537,614 | D | |
| Common Stock | Nov 15, 2016 | F | 14,676 | $2.06 | D | 522,938 | D | |
| Common StockF4 | Nov 15, 2016 | A | 43,750 | $0.00 | A | 566,688 | D | |
| Common Stock | Nov 15, 2016 | F | 22,829 | $2.06 | D | 543,859 | D | |
| Common StockF5 | Nov 15, 2016 | A | 46,875 | $0.00 | A | 590,734 | D | |
| Common Stock | Nov 15, 2016 | F | 24,460 | $2.06 | D | 566,274 | D | |
| Common StockF6 | Nov 15, 2016 | A | 187,500 | $0.00 | A | 753,774 | D | |
| Common Stock | Nov 15, 2016 | F | 97,838 | $2.06 | D | 655,936 | 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 UnitsF7,F8 | — | Nov 15, 2016 | M | 21,688 | D | — | — | Common Stock | 21,688 | 86,750 | D |
| Restricted Stock UnitsF7,F9 | — | Nov 15, 2016 | M | 10,938 | D | — | — | Common Stock | 10,938 | 65,625 | D |
| Restricted Stock UnitsF7,F10 | — | Nov 15, 2016 | M | 28,125 | D | — | — | Common Stock | 28,125 | 84,375 | D |
| Restricted Stock UnitsF7,F10 | — | Nov 15, 2016 | M | 43,750 | D | — | — | Common Stock | 43,750 | 131,250 | D |
| Restricted Stock UnitsF7,F11 | — | Nov 15, 2016 | M | 46,875 | D | — | — | Common Stock | 46,875 | 421,875 | D |
| Restricted Stock UnitsF7,F12 | — | Nov 15, 2016 | M | 187,500 | D | — | — | Common Stock | 187,500 | 562,500 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to Mr. de Masi on October 8, 2013.
- F10The RSU vested as to 25% of the total number of shares of subject to the RSU on May 15, 2015 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal 12.5% installments over the next three years following the RSU First Vesting Date on the same day of each sixth month (e.g., the second vesting date was November 15, 2015, the third vesting date was May 15, 2016, etc.); provided, however, that if any portion of the performance RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the performance RSU will vest on the next trading day.
- F11The RSU vested as to 25% of the total number of shares of subject to the RSU on February 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 was May 15, 2016, the next quarterly vesting date was August 15, 2016, 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.
- F12The 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.
- 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 relinquished by Mr. de Masi and cancelled by Glu Mobile Inc. ("Glu") in exchange for Glu's agreement to pay federal and state tax withholding obligations of Mr. de Masi resulting from the vesting of RSUs. Mr. de Masi 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.
- F3Vesting of RSUs granted to Mr. de Masi on April 24, 2014.
- F4Vesting of RSUs granted to Mr. de Masi on April 24, 2014, as amended July 24, 2014.
- F5Vesting of RSUs granted to Mr. de Masi on June 4, 2015.
- F6Vesting of RSUs granted to Mr. de Masi on October 13, 2015.
- F7Each RSU represents a contingent right to receive one share of Glu common stock.
- F8The RSU vested as to 25% of the total number of shares of subject to the RSU on November 17, 2014 (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 was February 15, 2015, the next quarterly vesting date was May 15, 2015, 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.
- F9The RSU vested as to 25% of the total number of shares of subject to the RSU on May 15, 2015 (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 was scheduled for August 15, 2015, the next quarterly vesting date was November 15, 2015, 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.