SEC Form 4 · accession 0001209191-15-046622
LogMeIn, Inc. · LOGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Raymond Wagner
Officer — President & COO
Period of report
May 21, 2015
Accepted (ET)
May 26, 2015 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001420302
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 22, 2015 | M | 2,700 | — | A | 2,700 | D | |
| Common StockF1 | May 23, 2015 | M | 13,309 | — | A | 16,009 | 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 UnitsF1,F2 | — | May 21, 2015 | A | 5,000 | A | — | May 21, 2025 | Common Stock | 5,000 | 5,000 | D |
| Performance RSUsF3,F4 | — | May 21, 2015 | A | 30,000 | A | — | May 21, 2025 | Common Stock | 30,000 | 30,000 | D |
| Performance RSUsF3,F5 | — | May 21, 2015 | A | 30,000 | A | — | May 21, 2025 | Common Stock | 30,000 | 30,000 | D |
| Restricted Stock UnitsF7,F1,F6 | — | May 22, 2015 | F | 1,300 | D | — | May 22, 2024 | Common Stock | 1,300 | 10,700 | D |
| Restricted Stock UnitsF8,F1,F6 | — | May 22, 2015 | M | 2,700 | D | — | May 22, 2024 | Common Stock | 2,700 | 8,000 | D |
| Restricted Stock UnitsF7,F1,F9 | — | May 23, 2015 | F | 10,024 | D | — | May 23, 2023 | Common Stock | 10,024 | 36,643 | D |
| Restricted Stock UnitsF8,F1,F9 | — | May 23, 2015 | M | 13,309 | D | — | May 23, 2023 | Common Stock | 13,309 | 23,334 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F2The restricted stock units shall vest in three equal installments over a three-year period commencing on the first anniversary of the date of grant so that 100% of the restricted stock units will be vested as of May 21, 2018. These restricted stock units also provide for accelerated vesting in the event that the Reporting Person's employment is terminated in connection with an acquisition of the Issuer.
- F3Each Performance RSU represents a contingent right to receive one share of the Issuer's common stock; the number of Performance RSUs granted represents the maximum number of Performance RSUs that can be earned by the Reporting Person.
- F4The vesting of these Performance RSUs is tied to the achievement of a performance goal, which is measured as the total shareholder return, or TSR, realized by the Issuer's stockholders for the two-year performance period from May 1, 2015 to May 1, 2017 versus the TSR realized for that same period by the Russell 2000 Index. The actual number of shares of the Issuer's common stock into which the Performance RSUs will convert will be calculated by multiplying the target number of Performance RSUs (15,000) by a percentage ranging from 0% to 200% based on the actual level at which the performance goal is attained. These Performance RSUs also provide for accelerated vesting in the event that the Reporting Person's employment is terminated in connection with an acquisition of the Issuer.
- F5The vesting of these Performance RSUs is tied to the achievement of a performance goal, which is measured as the total shareholder return, or TSR, realized by the Issuer's stockholders for the three-year performance period from May 1, 2015 to May 1, 2018 versus the TSR realized for that same period by the Russell 2000 Index. The actual number of shares of the Issuer's common stock into which the Performance RSUs will convert will be calculated by multiplying the target number of Performance RSUs (15,000) by a percentage ranging from 0% to 200% based on the actual level at which the performance goal is attained. These Performance RSUs also provide for accelerated vesting in the event that the Reporting Person's employment is terminated in connection with an acquisition of the Issuer.
- F6The restricted stock units vest in three equal installments over a three-year period commencing on the first anniversary of the date of grant so that 100% of the restricted stock units will be vested as of May 22, 2017. Vested shares will be delivered to the reporting person within five business days after such shares have become vested. These restricted stock units also provide for accelerated vesting in the event that the Reporting Person's employment is terminated in connection with an acquisition of the Issuer.
- F7The shares of common stock underlying the restricted stock units reported as disposed herein were retained (but not issued) by the Issuer in satisfaction of tax withholding obligations associated with the vesting of such units.
- F8The restricted stock units reported as disposed herein were settled for shares of the Issuer's common stock.
- F9The restricted stock units vest in three equal installments over a three-year period commencing on the first anniversary of the date of grant so that 100% of the restricted stock units will be vested as of May 23, 2016.