SEC Form 4 · accession 0001127602-17-026665

Happen, Inc. · HAPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Capital Officer

Period of report

Aug 25, 2017

Accepted (ET)

Aug 29, 2017 · 5:58 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^F1	Aug 25, 2017	M	54,348	$0.00	A	54,348	D
Common Stock^F2,F3	Aug 28, 2017	S	20,645	$6.0844	D	33,703	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit (RSU)^F1,F4	$0.00	Aug 25, 2017	M	54,348	D	—	Aug 25, 2020	Common Stock	54,348	163,044	D

F1Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
F2Represents 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.
F3This transaction was executed in multiple trades during the day at prices ranging from $6.035 to $6.17. 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.
F4The restricted stock units are scheduled to vest as to 25% of the total shares on August 25, 2017, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date