SEC Form 4 · accession 0001593968-17-001147
Ecoark Holdings, Inc. · ZEST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay T. Oliphant
Officer — CORPORATE CONTROLLER, PFO
Period of report
Oct 13, 2017
Accepted (ET)
Oct 17, 2017 · 7:17 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 | 132,640 | $0.00 | D | 45,247 | 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 | 66,320 | A | Oct 13, 2018 | Oct 13, 2027 | Ecoark Holdings, Inc. Common Stock | 66,320 | 66,320 | D |
| Option (right to buy)F5 | $2.60 | Oct 13, 2017 | A | 132,640 | A | Oct 13, 2017 | Oct 13, 2027 | Ecoark Holdings, Inc. Common Stock | 132,640 | 198,960 | D |
Explanation of responses
- F1Represents the forfeiture of restricted stock granted to the reporting person on March 21, 2017, of which 132,640 remain unvested (the Existing Award). On October 13, 2017, the Compensation Committee (the Committee) of the Board of Directors (the Board) of Ecoark Holdings, Inc. (the Company) and the reporting person agreed that the reporting person would forfeit the Existing Award, 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 Award 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 Award 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 Award.
- F5In consideration of the reporting persons agreement to forfeit the Existing Award, the Committee, after careful deliberation, determined that 50% of the reporting persons Replacement Options would vest immediately upon the date of grant (October 13, 2017). The remaining portion of the reporting persons Replacement Options will vest in 12 equal installments, with the first installment vesting on January 15, 2018, and additional installments vesting on the last day of each of the eleven successive three-month periods, subject to the reporting persons continued employment by the Company.