SEC Form 4 · accession 0001394159-15-000025
Orbitz Worldwide, Inc. · OWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas L Kram
Officer — GVP, Chief Accounting Officer
Period of report
Feb 20, 2015
Accepted (ET)
Feb 24, 2015 · 6:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001394159
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 20, 2015 | M | 9,375 | $0.00 | A | 29,266 | D | |
| Common StockF2 | Feb 20, 2015 | F | 3,264 | $11.58 | D | 26,002 | D | |
| Common StockF1 | Feb 20, 2015 | M | 3,125 | $0.00 | A | 29,127 | D | |
| Common StockF2 | Feb 20, 2015 | F | 944 | $11.58 | D | 28,183 | D | |
| Common StockF4 | Feb 23, 2015 | S | 5,472 | $11.539 | D | 22,711 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF5,F6,F8,F1,F7 | — | Feb 20, 2015 | M | 9,375 | D | — | Feb 20, 2017 | Common Stock | 9,375 | 18,750 | D |
| Restricted Stock UnitsF5,F6,F8,F1,F7 | — | Feb 20, 2015 | M | 3,125 | D | — | Feb 20, 2017 | Common Stock | 3,125 | 6,250 | D |
Explanation of responses
- F1Each unit represents a right to receive, in the sole discretion of the Board of Directors of Orbitz Worldwide, Inc. (the "Company"), either (i) one share of the Company's common stock as of the vesting date or (ii) cash equal to the fair market value of one share of the Company's common stock as of the vesting date.
- F2The underlying shares of common stock reported as disposed herein were retained (but not issued) by the Company in satisfaction of tax withholding obligations associated with the vesting of such units.
- F3This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2014.
- F4Shares were sold in a series of transactions within the same trading day at prices ranging from $11.530 to $11.550. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
- F5Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated.
- F6The units reported as disposed herein were settled for shares of the Company's common stock.
- F7The units vest annually over four years on February 20, 2014, 2015, 2016 and 2017.
- F8Excludes previously granted restricted stock units (RSUs) and performance-based RSUs with different terms, the ownership of which was previously reported on Form 3, 4 or 5.