SEC Form 4 · accession 0001181431-15-003203
Bank of New York Mellon Corp · BNY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerald L Hassell
Officer — Chairman & CEO · Director
Period of report
Feb 20, 2015
Accepted (ET)
Feb 24, 2015 · 4:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001390777
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 20, 2015 | A | 70,071 | $0.00 | A | 767,390 | D | |
| Common StockF2 | Feb 20, 2015 | A | 131,707 | $0.00 | A | 899,097 | D | |
| Common Stock | Feb 20, 2015 | M | 329,593 | $18.02 | A | 1,228,690 | D | |
| Common StockF3 | Feb 20, 2015 | S | 329,593 | $39.1427 | D | 899,097 | D | |
| Common StockF4 | Feb 20, 2015 | S | 28,254 | $39.146 | D | 870,843 | D | |
| Common StockF5 | Feb 21, 2015 | F | 6,481 | $39.44 | D | 864,362 | D | |
| Common StockF6 | holding | — | — | — | 53,621 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 82,140 | I | By Family Trust | |
| Common Stock | holding | — | — | — | 82,140 | I | By Family Trust #2 | |
| Common StockF7 | holding | — | — | — | 56,604 | I | By Wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3/9/2009 Stock OptionsF9,F8 | $18.02 | Feb 20, 2015 | M | 329,593 | D | Mar 9, 2010 | Mar 9, 2019 | Common Stock | 329,593 | 0 | D |
Explanation of responses
- F1Represents portion of Performance Share Units granted in February 2013 and February 2014 (including units from reinvested dividend equivalents) for which performance goals have been achieved, as certified on February 20, 2015. Each unit represents the right to one share of the Issuer's common stock. These units are scheduled to vest in February 2016 (for the February 2013 award) and February 2017 (for the February 2014 award) and each award remains subject to risk-based adjustment provisions.
- F2Award of Restricted Stock Units as a portion of the Reporting Person's annual incentive. Units vest in annual increments of one-third beginning on first anniversary of the award. All or a portion of the units may be forfeited prior to vesting based on ongoing risk-based adjustment provisions. Vested units will be settled in Common Stock.
- F3Represents the weighted average price of shares sold with actual prices ranging from $39.01 to $39.37. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within this range.
- F4Represents the weighted average price of shares sold with actual prices ranging from $38.82 to $39.30. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within this range.
- F5Shares withheld in payment of tax liability incident to vesting of previously disclosed awards.
- F6Holdings reported as of 12/31/2014.
- F7The Reporting Person disclaims beneficial ownership of these shares.
- F8Grant became exercisable in annual installments of one-fourth each beginning on date indicated.
- F9Not Applicable.