SEC Form 4 · accession 0001209191-18-042446
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, 2018
Accepted (ET)
Jul 12, 2018 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001375796
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 10, 2018 | M | 46,610 | $0.00 | A | 98,475 | D | |
| Common Stock | Jul 10, 2018 | F | 19,212 | $4.06 | D | 79,263 | 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 UnitF3,F1 | — | Jul 10, 2018 | M | 46,610 | D | — | — | Common Stock | 46,610 | 139,830 | D |
Explanation of responses
- F146,619 shares underlying the restricted stock unit ("RSU") issued as an employment inducement award under applicable NYSE rules on July 10, 2017 vested on July 10, 2018; the remaining shares underlying the RSU will vest in three additional equal annual installments on each of 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.
- F2The transaction reported represents the withholding of shares by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of restricted stock units.
- F3Grant to the Reporting Person of an 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.