SEC Form 4/A · accession 0001209191-17-014431
Discover Financial Services · DFS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David W Nelms
Officer — Chairman & CEO · Director
Period of report
Feb 1, 2017
Accepted (ET)
Feb 24, 2017 · 5:23 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,F2 | Feb 1, 2017 | A | 101,472 | $68.77 | A | 1,783,740 | D | |
| Common StockF1,F3 | Feb 1, 2017 | F | 57,395 | $68.77 | D | 1,726,345 | D | |
| Common StockF4,F5 | Feb 1, 2017 | S | 15,000 | $69.81 | D | 1,711,345 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amended Form 4 is filed to correct the number of securities reported in Table I, which were previously incorrectly reported due to administrative error.
- F2Shares 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.
- F3Number 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.
- F4Sold pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.54 to $70.16, 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.