SEC Form 4 · accession 0001127602-18-034541
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fergal Stack
Officer — SVP, Corporate Controller
Period of report
Nov 25, 2018
Accepted (ET)
Nov 27, 2018 · 8:23 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 StockF1 | Nov 25, 2018 | M | 23,053 | $0.00 | A | 87,434 | D | |
| Common StockF1 | Nov 25, 2018 | M | 17,724 | $0.00 | A | 105,158 | D | |
| Common StockF2 | Nov 25, 2018 | F | 20,218 | $3.47 | D | 84,940 | D |
Table II — derivative securities
| 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 | Nov 25, 2018 | M | 23,053 | D | — | — | Common Stock | 23,053 | 253,587 | D |
| Restricted Stock Unit (RSU)F1,F4 | $0.00 | Nov 25, 2018 | M | 17,724 | D | — | — | Common Stock | 17,724 | 230,412 | D |
Explanation of responses
- 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 restricted stock units will vest 25% of the total shares on August 25, 2018, 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, 2018, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.