SEC Form 4 · accession 0001127602-15-028904
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Sanborn
Officer — Chief Mrktg & Optg Officer
Period of report
Oct 6, 2015
Accepted (ET)
Oct 8, 2015 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001409970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 6, 2015 | M | 35,000 | $0.695 | A | 701,544 | D | |
| Common StockF1,F2 | Oct 6, 2015 | S | 35,000 | $13.8395 | D | 666,544 | D |
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)F3 | $0.695 | Oct 6, 2015 | M | 35,000 | D | — | Oct 16, 2022 | Common Stock | 35,000 | 895,000 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2015.
- F2This transaction was executed in multiple trades during the day at prices ranging from $13.54 to $14.03. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F3The option vested as to 6.25% of the total shares on January 1, 2013, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.