SEC Form 4 · accession 0001209191-16-138079
Fabrinet · FN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T. Mitchell
Officer — CEO & Chairman · Director
Period of report
Aug 18, 2016
Accepted (ET)
Aug 22, 2016 · 4:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001408710
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Aug 18, 2016 | A | 128,211 | $0.00 | A | 725,533 | D | |
| Ordinary SharesF2 | Aug 18, 2016 | A | 61,758 | $0.00 | A | 787,291 | D | |
| Ordinary SharesF4 | Aug 18, 2016 | M | 75,000 | $16.83 | A | 615,715 | I | By Trust |
| Ordinary SharesF6,F4 | Aug 18, 2016 | S | 75,000 | $39.946 | D | 540,715 | I | By Trust |
| Ordinary SharesF7 | holding | — | — | — | 75,680 | I | By 1st Son's Trust | |
| Ordinary SharesF7 | holding | — | — | — | 75,680 | I | By 2nd Son's Trust | |
| Ordinary SharesF7 | holding | — | — | — | 75,681 | I | By 3rd Son's Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F8 | $16.83 | Aug 18, 2016 | M | 75,000 | D | — | Oct 13, 2017 | Ordinary Shares | 75,000 | 150,000 | D |
Explanation of responses
- F1Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest in four (4) equal annual installments on August 18 in 2017, 2018, 2019 and 2020, provided that the Reporting Person is a service provider on each such vesting date.
- F2Each share is represented by an RSU. The RSUs will vest in three (3) equal annual installments on August 18 in 2017, 2018 and 2019, provided that the Reporting Person is a service provider on each such vesting date.
- F3Exercised shares issued to trust.
- F4Shares are held by the David T. Mitchell Separate Property Trust, of which the Reporting Person is the sole trustee.
- F5The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2016.
- F6This sale price represents the weighted average sale price of the shares sold ranging from $39.54 to $40.145 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F7Shares are held in trusts for the benefit of each of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F8The shares subject to the option are fully vested and exercisable.