SEC Form 4 · accession 0001127602-16-065021
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John MacIlwaine
Officer — Chief Technology Officer
Period of report
Oct 17, 2016
Accepted (ET)
Oct 19, 2016 · 5:59 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 17, 2016 | M | 25,000 | $0.695 | A | 409,308 | D | |
| Common StockF1,F2 | Oct 17, 2016 | S | 25,000 | $5.0858 | D | 384,308 | D | |
| Common Stock | Oct 18, 2016 | M | 25,000 | $0.695 | A | 409,308 | D | |
| Common StockF1,F3 | Oct 18, 2016 | S | 25,000 | $4.9371 | D | 384,308 | 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 | $0.695 | Oct 17, 2016 | M | 25,000 | D | — | Oct 16, 2022 | Common Stock | 25,000 | 814,740 | D |
| Stock Option (right to buy)F4 | $0.695 | Oct 18, 2016 | M | 25,000 | D | — | Oct 16, 2022 | Common Stock | 25,000 | 789,740 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2016.
- F2This transaction was executed in multiple trades during the day at prices ranging from $4.88 to $5.38. 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 executed in multiple trades during the day at prices ranging from $4.87 to $5.00. 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.
- F4In connection with a domestic relations settlement and the acceleration of certain of the option shares, which modified the option's original vesting schedule, the option vested as to the total shares granted (the "total shares") as follows: (i) 5.68% on July 19, 2013, (ii) 22.73% on July 31, 2013, (iii) 4.23% on October 31, 2013, (iv) 7.10% on each of January 31, 2014 and January 31, 2015, (v) 4.01% on April 30, 2014, (vi) 6.25% on each of July 31, 2014, April 30, 2015 and July 31, 2015, (vii) 5.4% on October 31, 2014; and will vest as to the total shares as follows: (i) 5.40% on October 31, 2015, (ii) 7.10% on January 31, 2016, (iii) 6.25% on each of April 30, 2016 and July 31, 2016; subject to continued service through each vesting date.