SEC Form 4 · accession 0001179110-17-014255
GLU MOBILE INC · GLUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric R Ludwig
Officer — EVP, COO and CFO
Period of report
Nov 15, 2017
Accepted (ET)
Nov 16, 2017 · 7:00 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, 2017 | A | 15,000 | $0.00 | A | 72,000 | D | |
| Common Stock | Nov 15, 2017 | F | 7,828 | $3.87 | D | 64,172 | D | |
| Common StockF3 | Nov 15, 2017 | A | 11,250 | $0.00 | A | 75,422 | D | |
| Common Stock | Nov 15, 2017 | F | 5,871 | $3.87 | D | 69,551 | D | |
| Common StockF4 | Nov 15, 2017 | A | 20,938 | $0.00 | A | 90,489 | D | |
| Common Stock | Nov 15, 2017 | F | 10,926 | $3.87 | D | 79,563 | D | |
| Common StockF5 | Nov 15, 2017 | A | 5,000 | $0.00 | A | 84,563 | D | |
| Common Stock | Nov 15, 2017 | F | 2,610 | $3.87 | D | 81,953 | D | |
| Common StockF7,F8 | Nov 15, 2017 | S | 33,000 | $3.8955 | D | 214,157 | I | Trust |
| Common Stock | Nov 15, 2017 | G | 24,953 | $0.00 | D | 57,000 | D | |
| Common StockF8 | Nov 15, 2017 | G | 24,953 | $0.00 | A | 239,110 | I | Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF10,F11 | — | Nov 15, 2017 | M | 15,000 | A | — | — | Common Stock | 15,000 | 60,000 | D |
| Restricted Stock UnitF10,F12 | — | Nov 15, 2017 | M | 11,250 | A | — | — | Common Stock | 11,250 | 0 | D |
| Restricted Stock UnitsF10,F13 | — | Nov 15, 2017 | M | 20,938 | A | — | — | Common Stock | 20,938 | 167,500 | D |
| Restricted Stock UnitsF10,F14 | — | Nov 15, 2017 | M | 5,000 | A | — | — | Common Stock | 5,000 | 5,000 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to Mr. Ludwig on October 14, 2014.
- F10Each RSU represents a contingent right to receive one share of Glu common stock.
- 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 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.
- F13The 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 was February 15, 2017, the next quarterly vesting date was 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.
- F14The 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 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.
- 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. Ludwig and cancelled by Glu Mobile Inc. ("Glu") in exchange for Glu's agreement to pay federal and state tax withholding obligations of Mr. Ludwig resulting from the vesting of RSUs. Mr. Ludwig 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. Ludwig on October 8, 2013.
- F4Vesting of RSUs granted to Mr. Ludwig on October 13, 2015.
- F5Vesting of RSUs granted to Mr. Ludwig on February 11, 2014.
- F6The sale was effected pursuant to a trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, that Eric Ludwig entered into on March 6, 2017 and then assigned to the Ludwig McKillop Trust on August 15, 2017.
- F7Represents a weighted average price, as this transaction was executed in multiple trades at prices ranging from $3.86 to $3.95. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
- F8These shares are held by the Ludwig McKillop Trust, of which the reporting person and his wife, Mary Elizabeth McKillop, are the co-trustees.
- F9Represents a transfer of shares to the Ludwig McKillop Trust, of which the reporting person and his wife, Mary Elizabeth McKillop, are the co-trustees