SEC Form 4 · accession 0001127602-19-001003
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Sanborn
Officer — CEO
Period of report
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 8:10 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 | Jan 1, 2019 | M | 114,221 | $0.00 | A | 1,562,334 | D | |
| Common StockF2 | Jan 1, 2019 | F | 59,530 | $2.63 | D | 1,502,804 | 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 | Jan 1, 2019 | M | 114,221 | D | — | — | Common Stock | 114,221 | 114,220 | 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.
- F3Represents a grant of RSUs under the Issuer's 2014 Equity Incentive Plan as a result of the Issuer's achievement of certain performance criteria for 2017. The RSUs are scheduled to vest as to 50% of the total shares on each of January 1, 2019 and January 1, 2020, subject to continued service through each vesting date.
- F4Not applicable.