SEC Form 4 · accession 0001209191-18-034345
LogMeIn, Inc. · LOGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward K. Herdiech
Officer — Chief Financial Officer
Period of report
May 26, 2018
Accepted (ET)
May 31, 2018 · 4:08 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 26, 2018 | M | 3,148 | — | A | 7,539 | D | |
| Common StockF2 | May 26, 2018 | M | 9,443 | — | A | 16,982 | D | |
| Common StockF3,F4 | May 29, 2018 | S | 11,291 | $108.4264 | D | 5,691 | D | |
| Common StockF3,F5 | May 29, 2018 | S | 1,300 | $109.7306 | D | 4,391 | 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 UnitsF7,F1,F6 | — | May 26, 2018 | F | 2,519 | D | — | — | Common Stock | 2,519 | 8,815 | D |
| Restricted Stock UnitsF8,F1,F6 | — | May 26, 2018 | M | 3,148 | D | — | — | Common Stock | 3,148 | 5,667 | D |
| Performance RSUsF7,F2,F9 | — | May 26, 2018 | F | 7,557 | D | — | — | Common Stock | 7,557 | 9,443 | D |
| Performance RSUsF8,F2,F9 | — | May 26, 2018 | M | 9,443 | D | — | — | Common Stock | 9,443 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F2Each Performance RSU represents a contingent right to receive one share of the Issuer's common stock.
- F3Sales made pursuant to a 10(b)5-1 plan adopted by the Reporting Person in accordance with Rule 10(b)5-1 of the Securities Exchange Act of 1934, as amended.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.05 to $109.00, inclusive. Upon the request of any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4 shall be provided.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.40 to $110.00, inclusive. Upon the request of any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4 shall be provided.
- F6The 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 26, 2019. 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 vesting of these performance-based RSUs was tied to the Issuer's achievement of a total shareholder return, or TSR, performance goal, which was measured over a two-year performance period from May 1, 2016 to May 1, 2018, versus the TSR realized for the same period by the Russell 2000 Index. Based on the Issuer's TSR performance during this period, the shares awarded to the Reporting Person vested at 200% of the target amount.