SEC Form 4 · accession 0001209191-19-016420
Iridium Communications Inc. · IRDM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S. Scott Smith
Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 4:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001418819
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 1, 2019 | F | 2,942 | $23.15 | D | 213,525 | D | |
| Common Stock | Mar 1, 2019 | F | 3,518 | $23.15 | D | 210,007 | D | |
| Common StockF3 | Mar 1, 2019 | A | 24,158 | $0.00 | A | 234,165 | D | |
| Common Stock | Mar 1, 2019 | F | 5,368 | $23.15 | D | 228,797 | D | |
| Common StockF5 | Mar 4, 2019 | A | 11,967 | $0.00 | A | 240,764 | D | |
| Common Stock | Mar 4, 2019 | F | 5,319 | $22.90 | D | 235,445 | D | |
| Common Stock | Mar 4, 2019 | M | 2,500 | $8.31 | A | 237,945 | D | |
| Common StockF8 | Mar 4, 2019 | S | 2,500 | $22.86 | D | 235,445 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F9 | $8.31 | Mar 4, 2019 | M | 2,500 | D | — | Feb 21, 2021 | Common Stock | 2,500 | 0 | D |
Explanation of responses
- F1The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units.
- F2The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the non-reportable vesting and settlement of a restricted stock unit award that previously vested with respect to one-half of the shares underlying the award on March 1, 2018. The amount being reported herein represents amounts withheld to satisfy tax withholding obligations in connection with the vesting and settlement of the remaining one-half on March 1, 2019.
- F3These shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. Of the shares underlying this restricted stock award, one-half vested on March 1, 2019 and the remainder will vest on March 1, 2020, subject to the reporting person's continuous service with the issuer as of the vesting date.
- F4The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (3) herein.
- F5Represents the vested portion of a performance-based restricted stock unit award based on the issuer's satisfaction of certain performance criteria. In light of the performance-based vesting conditions of the award, such award was not reportable under Section 16 until vesting was determined, which occurred on March 4, 2019.
- F6The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (5) herein.
- F7These exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 8, 2018.
- F8The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $22.61 to $23.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F9Immediately exercisable.