SEC Form 4 · accession 0001209191-15-026581
Monotype Imaging Holdings Inc. · TYPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Janet M Dunlap
Officer — General Counsel and Secretary
Period of report
Mar 12, 2015
Accepted (ET)
Mar 16, 2015 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001385292
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 12, 2015 | A | 15,660 | $0.00 | A | 62,588 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option - right to buyF2 | $32.96 | Mar 12, 2015 | A | 5,103 | A | — | Mar 12, 2025 | Common Stock | 5,103 | 5,103 | D |
| Restricted Stock UnitsF3,F4 | $0.00 | Mar 12, 2015 | A | 9,000 | A | — | — | Common Stock | 9,000 | 9,000 | D |
Explanation of responses
- F1Shares acquired pursuant to a restricted stock grant where 25% of such shares vest on the first anniversary of the grant date with the remaining shares vesting quarterly over the following three years.
- F225% of this option vests of 3/12/2016, with the remaining portion vesting quarterly over the following three years.
- F3Represents contingent right to receive 1 share of Common Stock per RSU. Vesting depends on Company achievement of performance-based targets for years ended Dec. 31, 2015, 2016 & 2017 ("Year 1 Target", "Year 2 Target", "Year 3 Target"). Vesting date is the anniversary of the grant date each year (each a "Vesting Date".) 1/3 of the total grant is eligible to vest upon attainment of each year's performance targets, however Year 1 Target is comprised of two targets each worth 1/6 of the total grant, with each portion eligible to vest independently. Except 1/6 of the Year 1 Target which must be attained in year 1 or forfeited, if the Company doesn't achieve the 2nd portion of the Year 1 Target but achieves the Year 2 Target, the eligible RSU's of both year's targets vest on the Vesting Date. If the Company doesn't achieve the 2nd portion of the 1 Target or Year 2 Target, but achieves the Year 3 Target, all eligible RSUs vest on the Vesting Date. If no Targets are achieved, all RSUs forfeit
- F4Represents contingent right to receive 1 share of Common Stock per RSU. Vesting depends on Company achievement of performance-based targets for years ended Dec. 31, 2015, 2016 & 2017 ("Year 1 Target", "Year 2 Target", "Year 3 Target"). Vesting date is the anniversary of the grant date each year (each a "Vesting Date".) 1/3 of the total grant is eligible to vest upon attainment of each year's performance targets, however Year 1 Target is comprised of two targets each worth 1/6 of the total grant, with each portion eligible to vest independently. Except 1/6 of the Year 1 Target which must be attained in year 1 or forfeited, if the Company doesn't achieve the 2nd portion of the Year 1 Target but achieves the Year 2 Target, the eligible RSU's of both year's targets vest on the Vesting Date. If the Company doesn't achieve the 2nd portion of the 1 Target or Year 2 Target, but achieves the Year 3 Target, all eligible RSUs vest on the Vesting Date. If no Targets are achieved, all RSUs forfeit