SEC Form 4 · accession 0001366340-15-000005
FINJAN HOLDINGS, INC. · FNJN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael David Noonan
Officer — Chief Financial Officer
Period of report
Oct 27, 2015
Accepted (ET)
Oct 28, 2015 · 6:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001366340
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 27, 2015 | M | 43,333 | $0.00 | A | 48,333 | D | |
| Common StockF1,F2 | Oct 28, 2015 | S | 17,333 | $1.2382 | D | 31,000 | 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 UnitsF3,F4 | $0.00 | Oct 27, 2015 | M | 43,333 | D | — | — | Common Stock | 43,333 | 86,667 | D |
Explanation of responses
- F1Represents shares of common stock sold pursuant to a 10b5-1 trading plan entered into on August 25, 2015 to satisfy the reporting person's tax obligations upon vesting of 43,333 restricted stock units ("RSUs")
- F2Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.22 to $1.26 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F3Each RSU granted to the reporting person represents the contingent right to receive one share of common stock of Finjan Holdings, Inc. or its equivalent cash value, subject to the terms and conditions of the Finjan Holdings, Inc. 2014 Incentive Compensation Plan.
- F4A total of 130,000 RSUs were granted on October 27, 2014. The RSUs vested one-third on October 27, 2015 and an additional 8.33% of the RSUs vest every three calendar months following such date. The RSUs will be settled upon vesting.