SEC Form 4 · accession 0001127602-19-008583

Happen, Inc. · HAPN

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

Reporting owner

Timothy Bogan

Officer — Chief Risk Officer

Period of report

Feb 24, 2019

Accepted (ET)

Feb 26, 2019 · 9:22 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
Common Stock^F1	Feb 25, 2019	M	610	$0.00	A	221,672	D
Common Stock^F1	Feb 25, 2019	M	5,574	$0.00	A	227,246	D
Common Stock^F1	Feb 25, 2019	M	22,645	$0.00	A	249,891	D
Common Stock^F2	Feb 25, 2019	F	15,180	$3.10	D	234,711	D
Common Stock^F1	Feb 25, 2019	M	41,978	$0.00	A	276,689	D
Common Stock^F2	Feb 25, 2019	F	22,102	$3.13	D	254,587	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	Feb 24, 2019	A	479,234	A	—	—	Common Stock	479,234	479,234	D
Restricted Stock Unit (RSU)^F1,F5,F4	$0.00	Feb 25, 2019	M	610	D	—	—	Common Stock	610	0	D
Restricted Stock Unit (RSU)^F1,F6,F4	$0.00	Feb 25, 2019	M	5,574	D	—	—	Common Stock	5,574	22,295	D
Restricted Stock Unit (RSU)^F1,F7,F4	$0.00	Feb 25, 2019	M	22,645	D	—	—	Common Stock	22,645	135,870	D
Restricted Stock Unit (RSU)^F1,F8,F4	$0.00	Feb 25, 2019	M	41,978	D	—	—	Common Stock	41,978	503,732	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. Each RSU represents the contingent right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs will vest as to 6.25% of the total shares on May 25, 2019, 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 May 25, 2015, 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, 2016, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
F7The 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.
F8The 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.

Remarks

In addition, the compensation committee of the Issuer approved performance-based RSUs for the Reporting Person, which are contingent upon the attainment of certain performance criteria by the Issuer during 2019/2020. Subject to the achievement of the performance criteria, the Reporting Person will be granted RSUs, 25% of which will vest on May 25, 2020 and an additional 12.5% of which will vest quarterly thereafter, subject to continuous service through each vesting date.