SEC Form 4 · accession 0001144204-17-055591
ONE Group Hospitality, Inc. · STKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Emanuel N Hilario
Officer — President & CEO · Director
Period of report
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 7:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001399520
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1 | Oct 30, 2017 | A | 371,000 | $0.00 | A | 412,306 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $1.42 | Oct 30, 2017 | A | 300,000 | A | — | Oct 30, 2027 | Common Stock, par value $0.0001 | 300,000 | 300,000 | D |
Explanation of responses
- F1Includes (i) a grant of 71,000 shares of the Issuer's common stock issued under the Issuer's 2013 Employee, Director and Consultant Equity Incentive Plan (the "Plan") pursuant to an Employment Agreement, by and between the Issuer and the Reporting Person, dated October 30, 2017 (the "Employment Agreement") and (ii) a grant of 300,000 restricted stock units ("RSUs") issued under the Plan pursuant to the Employment Agreement. The RSUs shall vest in equal increments upon the first three anniversaries of the grant date, with 100,000 units vesting on each such date, provided that the Reporting Person is employed by the Issuer on each such date; provided, however that the RSUs may vest earlier upon the price of the Issuer's common stock reaching an average of $2.130, $2.485 and $2.840 (the "Hurdles") for ten consecutive trading days for each respective Hurdle, with 100,000 RSUs vesting upon the achievement of each respective Hurdle.
- F2Options issued under the Plan pursuant to the Employment Agreement. The options shall vest in equal increments upon the first three anniversaries of the grant date, with 100,000 units vesting on each such date, provided that the Reporting Person is employed by the Issuer on each such date.