SEC Form 4 · accession 0001127602-18-037462
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sameer Gulati
Officer — Chief Operations Officer
Period of report
Dec 25, 2018
Accepted (ET)
Dec 27, 2018 · 5:06 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 | Dec 25, 2018 | M | 15,725 | $0.00 | A | 502,150 | D | |
| Common StockF2 | Dec 25, 2018 | F | 7,797 | $2.56 | D | 494,353 | 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)F3 | $0.00 | Dec 25, 2018 | M | 15,725 | D | — | May 26, 2026 | Common Stock | 15,725 | 267,333 | 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 2.08% of the total shares monthly over a four-year period, beginning on May 25, 2016, subject to continued service through each vesting date.