SEC Form 4 · accession 0001127602-16-060401
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carrie Dolan
Officer — Chief Financial Officer
Period of report
Aug 12, 2016
Accepted (ET)
Aug 16, 2016 · 5:15 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 StockF1,F2 | Aug 12, 2016 | S | 20,577 | $5.3466 | D | 848,128 | D | |
| Common StockF3 | holding | — | — | — | 220,000 | I | By Carrie Dolan, As Trust Advisor Of Dolan Family 2014 Irrevocable Gst Exempt Trust | |
| Common StockF4 | holding | — | — | — | 1,672,381 | I | By Paul L. Dolan And Carrie L. Dolan, Trustees Of Dolan Family Trust U/A Dtd 1/27/2003 |
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)F5 | $0.1025 | holding | — | — | — | — | Feb 23, 2021 | Common Stock | 153,658 | 153,658 | D |
| Stock Option (right to buy)F6 | $0.695 | holding | — | — | — | — | Oct 16, 2022 | Common Stock | 549,227 | 549,227 | D |
| Stock Option (right to buy)F7 | $4.99 | holding | — | — | — | — | Feb 24, 2024 | Common Stock | 665,388 | 665,388 | D |
| Stock Option (right to buy)F8 | $8.41 | holding | — | — | — | — | Feb 26, 2026 | Common Stock | 351,883 | 351,883 | D |
Explanation of responses
- F1Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person
- F2This transaction was executed in multiple trades during the day at prices ranging from $5.335 to $5.36. 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.
- F3Shares held of record by Carrie Dolan, as Trust Advisor of Dolan Family 2014 Irrevocable GST Exempt Trust.
- F4Shares held of record by Paul L. Dolan and Carrie L. Dolan, Trustees of Dolan Family Trust U/A DTD 1/27/2003.
- F5These option are fully vested
- F6The 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.
- F7The option vests as to 6.25% of the total shares quarterly, beginning on May 24, 2015, subject to continued service through each vesting date.
- F8The option vests as to 6.25% of the total shares quarterly, beginning on May 25, 2016, subject to continued service through each vesting date.
Remarks
The reporting person resigned as the Issuer's Chief Financial Officer on August 2, 2016, and this Form 4 serves as her exit filing