SEC Form 4 · accession 0001209191-16-099573
Gigamon Inc. · GIMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul B Shinn
Officer — Secretary and General Counsel
Period of report
Feb 15, 2016
Accepted (ET)
Feb 17, 2016 · 8:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001484504
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Feb 15, 2016 | F | 987 | $22.54 | D | 35,737 | D | |
| Common StockF3 | Feb 16, 2016 | S | 9,711 | $23.3435 | D | 26,026 | D | |
| Common StockF4 | Feb 16, 2016 | S | 900 | $23.8479 | D | 25,126 | D | |
| Common StockF5 | Feb 16, 2016 | A | 18,000 | $0.00 | A | 43,126 | D | |
| Common StockF6,F7 | Feb 16, 2016 | A | 421 | $0.00 | A | 44,713 | D | |
| Common StockF8 | Feb 17, 2016 | S | 1,730 | $24.1413 | D | 42,983 | D | |
| Common StockF9 | Feb 17, 2016 | S | 700 | $24.603 | D | 42,283 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF10 | $0.00 | Feb 16, 2016 | A | 18,000 | A | — | — | Common Stock | 18,000 | 18,000 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 31, 2015.
- F10Each performance-based restricted stock unit, or PRSU, represents the contingent right to receive one share of GIMO common stock, and will be eligible to vest based on the achievement of certain performance metrics for 2016. The reported PRSUs reflect the target number and the Reporting Person may ultimately receive up to 200% of the target number. Any shares eligible to vest shall vest on February 15, 2017 as to 1/4th upon determination of achievement, with 1/16th of the remaining shares to vest on the 15th of each of May, August, November and February thereafter.
- F2The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.
- F3The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $22.82 to $23.8199 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F4The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $23.82 to $24.8199 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F5The reported securities represent RSUs, 1/16th of which shall vest on May 15, 2016 and 1/16th of which shall vest on the 15th of each of August, November, February and May thereafter.
- F6The reported securities represent RSUs, 1/8th of which shall vest on May 15, 2016 and 1/8th of which shall vest on the 15th of each of August, November, February and May thereafter.
- F7Includes 1,166 shares acquired by the Reporting Person under the Issuer's 2013 Employee Stock Purchase Plan on February 16, 2016.
- F8The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $23.46 to $24.4599 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F9The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $24.47 to $25.4699 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.