SEC Form 4 · accession 0001593968-17-001146
Ecoark Holdings, Inc. · ZEST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Mehring
Officer — PRESIDENT · Director
Period of report
Oct 13, 2017
Accepted (ET)
Oct 17, 2017 · 7:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001437491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ecoark Holdings, Inc. | Oct 13, 2017 | D | 1,345,000 | $0.00 | D | 96,258 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F3 | $2.60 | Oct 13, 2017 | A | 2,017,500 | A | Oct 13, 2018 | Oct 13, 2027 | Ecoark Holdings, Inc. Common Stock | 2,017,500 | 2,017,500 | D |
| Option (right to buy) | $2.60 | Oct 13, 2017 | A | 1,345,000 | A | Oct 13, 2017 | Oct 13, 2027 | Ecoark Holdings, Inc. Common Stock | 1,345,000 | 3,362,500 | D |
Explanation of responses
- F1Represents the forfeiture of restricted stock and restricted stock units granted to the reporting person on March 21, 2017 and June 28, 2017, of which 1,095,000 and 250,000 remain unvested, respectively (the Existing Awards). On October 13, 2017, the Compensation Committee (the Committee) of the Board of Directors of Ecoark Holdings, Inc. (the Company) and the reporting person agreed that the reporting person would forfeit the Existing Awards, and that the reporting person would be awarded the options reported on this Form 4 and described in more detail below, based on the Committees determination that options would better align the reporting persons potentially realizable equity compensation with Company performance by tying the reporting persons potential future equity compensation to potential future appreciation in stock price. The reporting persons forfeiture of the Existing Awards is reported on Table I above and does NOT represent a sale of securities by the reporting person.
- F2Represents a new option award to the reporting person that vests over a four-year period (the New Options). The New Options were awarded to the reporting person to incent him to accept the Replacement Options (defined below), to compensate him for diminution in value of his Existing Awards as compared to the Replacement Options, and in consideration of a number of other factors, including his role and responsibility with the Company, his years of service to the Company, and market precedents and standards for modification of equity awards.
- F3The New Options vest at a rate of 25% per year on October 13th of each year from 2018 to 2021, subject to the reporting persons continued employment by the Company. The New Options were not granted under any of the Companys existing equity compensation plans.
- F4Represents a new option award (the Replacement Options) granted to the reporting person as a result of the reporting persons forfeiture of the Existing Awards.