SEC Form 4 · accession 0001127602-18-008825

Happen, Inc. · HAPN

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

Reporting owner

Officer — Chief Capital Officer

Period of report

Feb 24, 2018

Accepted (ET)

Feb 27, 2018 · 6:39 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^F1	Feb 25, 2018	M	13,587	$0.00	A	55,771	D
Common Stock^F2	Feb 25, 2018	F	6,737	$3.35	D	49,034	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit (RSU)^F1,F3	$0.00	Feb 24, 2018	A	820,896	A	—	—	Common Stock	820,896	820,896	D
Restricted Stock Unit (RSU)^F1,F4	$0.00	Feb 25, 2018	M	13,587	D	—	Aug 25, 2026	Common Stock	13,587	135,870	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 withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
F3Represents a grant of RSUs under the Issuer's 2014 Equity Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The RSUs will vest as to 6.25% of the total shares on May 25, 2018, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
F4The RSUs 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