SEC Form 4 · accession 0001209191-16-095535
Discover Financial Services · DFS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James V Panzarino
Officer — EVP
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 7:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001393612
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 1, 2016 | A | 46,284 | $0.00 | A | 135,104 | D | |
| Common StockF2 | Feb 1, 2016 | F | 25,599 | $46.05 | D | 109,505 | D | |
| Common StockF3 | Feb 1, 2016 | S | 5,000 | $46.2397 | D | 104,505 | D | |
| Common StockF4 | Feb 2, 2016 | S | 5,000 | $45.0456 | D | 99,505 | D | |
| Common StockF5 | Feb 3, 2016 | S | 5,000 | $44.2666 | D | 94,505 | D | |
| Common Stock | Feb 3, 2016 | S | 5,000 | $45.40 | D | 89,505 | D | |
| Common Stock | holding | — | — | — | 673 | I | By ESOP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares earned upon vesting of non-derivative performance stock units, which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). Performance stock units are convertible into shares of common stock at a ratio of 1:1.
- F2Number of shares withheld to pay the tax withholding obligation incurred in connection with the vesting of previously granted restricted stock units and performance stock units.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.22 to $46.26, inclusive. The reporting person undertakes to provide to Discover Financial Services, any security holder of Discover Financial Services, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.02 to $45.10, inclusive. The reporting person undertakes to provide to Discover Financial Services, any security holder of Discover Financial Services, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.14 to $44.43, inclusive. The reporting person undertakes to provide to Discover Financial Services, any security holder of Discover Financial Services, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.