SEC Form 4 · accession 0001664272-19-000010
ALTISOURCE PORTFOLIO SOLUTIONS S.A. · ASPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William B Shepro
Officer — Chief Executive Officer · Director
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 5:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001462418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 12, 2019 | G | 13,205 | $0.00 | A | 411,699 | I | By William B. Shepro Revocable Trust |
| Common StockF4,F5 | Feb 12, 2019 | G | 13,205 | $0.00 | D | 27,485 | D | |
| Common StockF3,F2 | Feb 12, 2019 | F | 11,795 | $24.41 | D | 40,690 | D | |
| Common StockF1,F2 | Feb 12, 2019 | M | 25,000 | $0.00 | A | 52,485 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF7 | $24.82 | Feb 12, 2019 | A | 200,000 | A | — | — | Common Stock | 200,000 | 200,000 | D |
| Restricted Share UnitsF6 | $0.00 | Feb 12, 2019 | M | 25,000 | D | — | — | Common Stock | 25,000 | 75,000 | D |
Explanation of responses
- F125,000 shares of ASPS common stock received upon the vesting of previously granted restricted share units ("RSUs") pursuant to an award under the 2018 Long Term Incentive Plan ("2018 LTIP").
- F2Includes (i) 18,867 time-based restricted shares of ASPS common stock, which are scheduled to vest (and will be issued) on the fourth anniversary of the April 15, 2015 grant date (i.e., April 15, 2019) and (ii) 8,618 time-based restricted shares of ASPS common stock, which are scheduled to vest (and will be issued) in two equal installments on the second and third anniversaries of the April 7, 2017 grant date (i.e., April 7, 2019 and April 7, 2020). Mr. Shepro has no voting rights with respect to these shares until they vest.
- F311,795 shares of the 25,000 shares received upon vesting of RSUs awarded under the 2018 LTIP were foregone to pay for the tax withholdings. Pursuant to the terms of the award agreement, the price per share used to determine the tax withholdings was the opening price of ASPS common stock on February 12, 2019.
- F4Represents a transfer by gift by Mr. Shepro of 13,205 shares of ASPS common stock acquired upon the vesting of RSUs from his direct ownership to the William B. Shepro Revocable Trust. This transaction is reportable on Form 5, but Mr. Shepro is voluntarily reporting early on Form 4.
- F5Consists of (i) 18,867 time-based restricted shares of ASPS common stock, which are scheduled to vest (and will be issued) on the fourth anniversary of the April 15, 2015 grant date (i.e., April 15, 2019) and (ii) 8,618 time-based restricted shares of ASPS common stock, which are scheduled to vest (and will be issued) in two equal installments on the second and third anniversaries of the April 7, 2017 grant date (i.e., April 7, 2019 and April 7, 2020). Mr. Shepro has no voting rights with respect to these shares until they vest.
- F6Represents the vesting of RSUs. The remaining 75,000 RSUs are scheduled to vest in three equal installments on the second, third and fourth anniversaries of the February 12, 2018 grant date (i.e., February 12, 2020; February 12, 2021; and February 12, 2022). Each RSU represents a contingent right to receive one share of ASPS common stock.
- F7Consists of 50,000 options that vested on February 12, 2019 due to stated criteria and 150,000 options that are scheduled to vest in three equal installments on the first, second and third anniversaries of the February 12, 2019 initial vesting date (i.e., February 12, 2020; February 12, 2021; and February 12, 2022), pursuant to an award under the 2018 LTIP.