SEC Form 4 · accession 0001127602-16-036633
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
Jan 6, 2016
Accepted (ET)
Jan 8, 2016 · 4:33 pm EST
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 | Jan 6, 2016 | M | 35,000 | $0.1025 | A | 702,165 | D | |
| Common StockF1,F2 | Jan 6, 2016 | S | 35,000 | $10.3042 | D | 667,165 | D | |
| Common Stock | Jan 6, 2016 | M | 35,000 | $0.695 | A | 702,165 | D | |
| Common StockF3,F2 | Jan 6, 2016 | S | 35,000 | $10.3042 | D | 667,165 | 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)F4 | $0.1025 | Jan 6, 2016 | M | 35,000 | D | — | May 28, 2020 | Common Stock | 35,000 | 1,308,060 | D |
| Stock Option (right to buy)F5 | $0.695 | Jan 6, 2016 | M | 35,000 | D | — | Oct 16, 2022 | Common Stock | 35,000 | 790,000 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 27, 2015.
- F2This transaction was executed in multiple trades during the day at prices ranging from $10.12 to $10.53. 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.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2015.
- F4The option is fully vested.
- F5The 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.