SEC Form 4 · accession 0001209191-17-042625
Gigamon Inc. · GIMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Hooper
Officer — Chief Executive Officer · Director
Period of report
Jun 28, 2017
Accepted (ET)
Jun 30, 2017 · 8:17 pm EDT
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 StockF1,F2,F3,F4,F5 | Jun 28, 2017 | D | 87,827 | $0.00 | D | 98,628 | D | |
| Common StockF1,F6 | Jun 28, 2017 | A | 11,050 | $0.00 | A | 109,678 | D | |
| Common StockF1,F7 | Jun 28, 2017 | A | 30,188 | $0.00 | A | 139,866 | D | |
| Common StockF1,F8 | Jun 28, 2017 | A | 45,375 | $0.00 | A | 185,241 | D | |
| Common StockF1,F9 | Jun 28, 2017 | A | 1,214 | $0.00 | A | 186,455 | D | |
| Common StockF1,F10 | Jun 28, 2017 | A | 67,837 | $0.00 | A | 254,292 | 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 UnitsF11 | — | Jun 28, 2017 | D | 67,837 | D | — | — | Common Stock | 67,837 | 0 | D |
Explanation of responses
- F1All of the awards listed on this Form 4 were granted in connection with the cancellation of an equal number of restricted stock unit awards. Includes the cancellation of an aggregate of 155,664 restricted stock units, or RSUs, and the subsequent re-grant of an aggregate of 155,664 restricted stock awards to the Reporting Person pursuant to the Restricted Stock Unit Cancellation Agreement between the Issuer and the Reporting Person dated June 28, 2017 (the "Cancellation Agreement"). As such, there are no new or incremental awards being made to Mr. Hooper.
- F10The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (11) below. The shares of Issuer common stock subject to this restricted stock award vest in 11 equal quarterly installments beginning on August 15, 2017.
- F11Represents the cancellation of an award of 67,837 RSUs (formerly performance-based RSUs) pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were to vest in 11 equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 67,837 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
- F2Includes the cancellation of an award of 11,050 restricted stock units, or RSUs, pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 14, 2014 which were scheduled to vest in three equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 11,050 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
- F3Includes the cancellation of an award of 30,188 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 17, 2015 which were scheduled to vest in seven equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 30,188 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
- F4Includes the cancellation of an award of 45,375 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were scheduled to vest in 11 equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 45,375 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
- F5Includes the cancellation of an award of 1,214 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were scheduled to vest in three equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 1,214 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
- F6The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (2) above. The shares of Issuer common stock subject to this restricted stock award vest in three equal quarterly installments beginning on August 15, 2017.
- F7The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (3) above. The shares of Issuer common stock subject to this restricted stock award vest in seven equal quarterly installments beginning on August 15, 2017.
- F8The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (4) above. The shares of Issuer common stock subject to this restricted stock award vest in 11 equal quarterly installments beginning on August 15, 2017.
- F9The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (5) above. The shares of Issuer common stock subject to this restricted stock award vest in three equal quarterly installments beginning on August 15, 2017.