SEC Form 4 · accession 0001209191-19-013608
Telaria, Inc. · TLRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John S Rego
Officer — SVP -Chief Financial Officer
Period of report
Feb 14, 2019
Accepted (ET)
Feb 26, 2019 · 5:02 pm EST
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 | Feb 14, 2019 | M | 61,411 | $0.00 | A | 99,275 | D | |
| Common StockF2 | Feb 14, 2019 | F | 20,830 | $3.19 | D | 78,445 | 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 UnitF1,F3 | $0.00 | Feb 14, 2019 | M | 5,000 | D | — | — | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock UnitF1,F4 | $0.00 | Feb 14, 2019 | M | 50,000 | D | — | — | Common Stock | 50,000 | 100,000 | D |
| Restrricted Stock UnitF1,F5 | $0.00 | Feb 14, 2019 | M | 6,411 | D | — | — | Common Stock | 6,411 | 19,230 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F2The transaction reported represents the non-discretionary withholding of shares 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 a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 75% of the total shares underlying the restricted stock unit grant are fully vested. The remaining shares underlying the restricted stock unit grant will vest on February 14, 2020, subject to continued service to the issuer through such vesting date. This restricted stock unit grant is subject to accelerated vesting following the closing of 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.
- F4Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 25% of the total shares underlying the restricted stock unit grant vested on each of February 14, 2018 and February 14, 2019. The remaining shares underlying the restricted stock unit grant will vest in two equal installments on each of February 14, 2020 and February 14, 2021, subject to continued service to the issuer through such vesting date. This restricted stock unit grant is subject to accelerated vesting following the closing of a change in control transaction.
- F5Grant to the Reporting Person of a restricted stock unit under the 2013 Plan. 25% of the total shares underlying the restricted stock unit grant vested on February 14, 2019. The remaining shares underlying the restricted stock unit grant will vest in three equal installments on each of February 14, 2020, February 14, 2021 and February 14, 2022, subject to continued service to the issuer through each such vesting date. This RSU grant is subject to 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.