SEC Form 4 · accession 0001209191-17-044888
Telaria, Inc. · TLRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Zagorski
Officer — Chief Executive Officer · Director
Period of report
Jul 10, 2017
Accepted (ET)
Jul 12, 2017 · 4:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001375796
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | — | Jul 10, 2017 | A | 186,440 | A | — | — | Common Stock | 186,440 | 0 | D |
| Stock Option (Right to Buy)F3,F4 | $2.36 | Jul 10, 2017 | A | 450,000 | A | — | Jul 9, 2027 | Common Stock | 450,000 | 450,000 | D |
| Stock Option (Right to Buy)F3,F5,F6 | $2.36 | Jul 10, 2017 | A | 450,000 | A | — | Jul 9, 2027 | Common Stock | 450,000 | 450,000 | D |
Explanation of responses
- F1Grant to the Reporting Person of a restricted stock unit ("RSU") issued as an employment inducement award under applicable NYSE rules. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F2The RSU will vest in four equal annual installments on each of July 10, 2018, July 10, 2019, July 10, 2020 and July 10, 2021, provided the Reporting Person continues to provide services to the Issuer on each such vesting date. This RSU grant is subject to partial accelerated vesting upon the closing of a change of control transaction and full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.
- F3Grant to the Reporting Person of a stock option issued as an employment inducement award under applicable NYSE rules.
- F425% of the total shares underlying this option will vest on July 10, 2018 and the remaining shares vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. This option is subject to partial accelerated vesting upon the closing of a change of control transaction and full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.
- F550% of the shares subject to the option will vest as of the date on which the 30-day moving average of Company's common stock exceeds $4.00 per share (as adjusted to account for any stock splits or other adjustments), and 50% of the shares subject to the option will vest as of the date on which the 30-day moving average of Company's common stock exceeds $5.00 per share (as adjusted to account for any stock splits or other adjustments), provided, in each case the Reporting Person continues to provide services to the Issuer on each such vesting date. In addition, if any portion of the option becomes vested, the Reporting Person will not be entitled to exercise the vested portion until the date that is 18 months from the applicable vesting date.
- F6The option shall expire, with respect to the unvested portion of the option: (a) if any of the vesting criteria have not been achieved on the date which is four years from the date of grant, or (b) the Company consummates a change in control pursuant to which the Company's common stock is acquired at a price per share (as adjusted to account for any stock splits or other adjustments) below $5.00.