SEC Form 4 · accession 0001394159-15-000039
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
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 6:28 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 | Mar 4, 2015 | M | 3,217 | $0.00 | A | 25,928 | D | |
| Common StockF2 | Mar 4, 2015 | F | 987 | $11.62 | D | 24,941 | D | |
| Common StockF4 | Mar 5, 2015 | S | 1,472 | $11.618 | D | 23,469 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F8,F1,F7 | — | Mar 4, 2015 | M | 3,217 | D | — | Mar 4, 2018 | Common Stock | 3,217 | 9,653 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") 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 shares of common stock underlying the RSUs 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 $11.61 to $11.63. 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.
- F6The RSUs reported as disposed herein were settled for shares of the Company's common stock.
- F7The RSUs vest annually over four years on March 4, 2015, 2016, 2017 and 2018.
- F8Excludes previously granted RSUs and performance-based RSUs with different terms, the ownership of which was previously reported on Form 3, 4 or 5.