SEC Form 4 · accession 0001394159-15-000092
Orbitz Worldwide, Inc. · OWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger Liew
Officer — SVP, CTO
Period of report
Jun 12, 2015
Accepted (ET)
Jun 16, 2015 · 7:54 pm EDT
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 | Jun 12, 2015 | M | 77,500 | $0.00 | A | 303,290 | D | |
| Common StockF2 | Jun 12, 2015 | F | 35,419 | $11.37 | D | 267,871 | 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 UnitsF3,F4,F6,F1,F5 | — | Jun 12, 2015 | M | 40,000 | D | — | Jun 12, 2016 | Common Stock | 40,000 | 40,000 | D |
| Performance-based Restricted Stock UnitsF3,F4,F6,F1,F7 | — | Jun 12, 2015 | M | 21,250 | D | — | Jun 14, 2015 | Common Stock | 21,250 | 0 | D |
| Restricted Stock UnitsF3,F4,F6,F1,F8 | — | Jun 12, 2015 | M | 16,250 | D | — | Jun 14, 2015 | Common Stock | 16,250 | 0 | 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.
- F3Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended.
- F4The units reported as disposed herein were settled for shares of the Company's common stock.
- F5The performance-based restricted stock units ("PSUs") were granted in satisfaction of the performance requirement and vest annually over four years on June 12, 2013, 2014, 2015 and 2016.
- F6Excludes previously granted PSUs and restricted stock units ("RSUs") with different terms, the ownership of which was previously reported on Form 3, 4 or 5.
- F7The PSUs were granted in satisfaction of the performance requirement and vest annually over four years on June 14, 2012, 2013, 2014 and 2015.
- F8The RSUs vest annually over four years on June 14, 2012, 2013, 2014 and 2015.