SEC Form 4 · accession 0001127602-18-034557
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Valerie Kay
Officer — Chief Capital Officer
Period of report
Nov 25, 2018
Accepted (ET)
Nov 27, 2018 · 8:46 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 | 23,675 | $0.00 | A | 183,556 | D | |
| Common StockF1 | Nov 25, 2018 | M | 12,295 | $0.00 | A | 195,851 | D | |
| Common StockF1 | Nov 25, 2018 | M | 36,165 | $0.00 | A | 232,016 | D | |
| Common StockF2 | Nov 25, 2018 | F | 27,838 | $3.47 | D | 204,178 | 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,F4 | $0.00 | Nov 25, 2018 | M | 23,675 | D | — | — | Common Stock | 23,675 | 189,394 | D |
| Restricted Stock Unit (RSU)F1,F5,F4 | $0.00 | Nov 25, 2018 | M | 12,295 | D | — | — | Common Stock | 12,295 | 135,247 | D |
| Restricted Stock Unit (RSU)F1,F6,F4 | $0.00 | Nov 25, 2018 | M | 36,165 | D | — | — | Common Stock | 36,165 | 506,307 | 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 RSUs vested as to 25% of the total shares on November 25, 2017, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
- F4Not applicable.
- F5The RSUs vested as to 6.25% of the total shares on November 25, 2017, 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 August 25, 2018, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.