SEC Form 4 · accession 0001127602-18-026413

Happen, Inc. · HAPN

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

Reporting owner

Officer — Chief Risk Officer

Period of report

Aug 25, 2018

Accepted (ET)

Aug 28, 2018 · 5:54 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
Common Stock^F1	Aug 25, 2018	M	610	$0.00	A	149,655	D
Common Stock^F1	Aug 25, 2018	M	5,574	$0.00	A	155,229	D
Common Stock^F1	Aug 25, 2018	M	22,645	$0.00	A	177,874	D
Common Stock^F1	Aug 25, 2018	M	41,978	$0.00	A	219,852	D
Common Stock^F2	Aug 25, 2018	F	35,108	$3.84	D	184,744	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	Aug 25, 2018	M	610	D	—	Feb 25, 2025	Common Stock	610	1,219	D
Restricted Stock Unit (RSU)^F1,F4	$0.00	Aug 25, 2018	M	5,574	D	—	Feb 26, 2026	Common Stock	5,574	33,443	D
Restricted Stock Unit (RSU)^F1,F5	$0.00	Aug 25, 2018	M	22,645	D	—	Aug 25, 2026	Common Stock	22,645	181,160	D
Restricted Stock Unit (RSU)^F1,F6	$0.00	Aug 25, 2018	M	41,978	D	—	—	Common Stock	41,978	587,687	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.
F3The RSUs vested as to 6.25% of the total shares on May 25, 2015, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
F4The RSUs vested as to 6.25% of the total shares on May 25, 2016, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
F5The RSUs vested as to 6.25% of the total shares on November 25, 2016, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
F6The RSUs vested 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.