SEC Form 4 · accession 0001127602-19-008589
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bahman Koohestani
Officer — Chief Technology Officer
Period of report
Feb 24, 2019
Accepted (ET)
Feb 26, 2019 · 9:29 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 | Feb 25, 2019 | M | 74,184 | $0.00 | A | 171,375 | D | |
| Common StockF2 | Feb 25, 2019 | F | 39,058 | $3.13 | D | 132,317 | 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 | 359,425 | A | — | — | Common Stock | 359,425 | 359,425 | D |
| Restricted Stock Unit (RSU)F1,F5,F4 | $0.00 | Feb 25, 2019 | M | 74,184 | D | — | — | Common Stock | 74,184 | 964,392 | 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 August 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.