SEC Form 4 · accession 0001371285-18-000040
TRUPANION, INC. · TRUP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darryl Rawlings
Officer — President and CEO · Director
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 6:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001371285
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Feb 20, 2018 | S | 3,500 | $28.4181 | D | 1,379,476 | 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 Unit (RSU)F3 | $28.01 | Feb 20, 2018 | A | 19,512 | A | — | Feb 25, 2022 | Common Stock | 19,512 | 0 | D |
Explanation of responses
- F1The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person on November 7, 2017, in order to implement a plan of financial diversification. Accordingly, the reporting person had no discretion with regard to the timing of the transaction. In aggregate, the reporting person's plan is Rule 10b5-1 trading plan is part of a diversification strategy on the part of the reporting person to diversify up to 25% of the reporting person's holdings as of the date of the Company's initial public offering in July 2014 from the inception of the Rule 10b5-1 trading plan through 2025.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.94 to $29.08 per share, 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 in this footnote (2).
- F3The RSU vests and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2019, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date.