SEC Form 4 · accession 0001209191-19-016540
Vistance Networks, Inc. · VISN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank M Drendel
Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 4:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001517228
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 1, 2019 | A | 3,053 | $0.00 | A | 2,319,887 | D | |
| Common StockF2 | Mar 1, 2019 | M | 260,823 | $2.96 | A | 2,580,710 | D | |
| Common StockF4,F2 | Mar 1, 2019 | S | 260,823 | $23.6191 | D | 2,319,887 | D | |
| Common StockF2 | Mar 4, 2019 | M | 19,320 | $2.96 | A | 2,339,207 | D | |
| Common StockF5,F2 | Mar 4, 2019 | S | 19,320 | $23.5273 | D | 2,319,887 | D | |
| Common Stock | holding | — | — | — | 28,350 | I | By GRAT | |
| Common Stock | holding | — | — | — | 28,350 | I | By GRAT | |
| Common Stock | holding | — | — | — | 28,350 | I | By GRAT | |
| Common Stock | holding | — | — | — | 15,750 | I | By Family Trust | |
| Common Stock | holding | — | — | — | 117,580 | I | By Marital Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $2.96 | Mar 1, 2019 | M | 260,823 | D | Jan 14, 2011 | Mar 24, 2019 | Common Stock | 260,823 | 19,320 | D |
| Stock Option (Right to Buy) | $2.96 | Mar 4, 2019 | M | 19,320 | D | Jan 14, 2011 | Mar 24, 2019 | Common Stock | 19,320 | 0 | D |
Explanation of responses
- F1On March 1, 2018, the reporting person was granted 4,869 performance share units, which number could be increased or decreased based upon the Company's satisfaction of certain performance criteria during the applicable performance period. The performance criteria were met at a level between threshold and target, resulting in a total of 3,053 performance share units earned, which will vest on 03/01/2020, subject to the reporting person's continued employment with the issuer.
- F2As previously reported, includes (a) 3,278 restricted stock units that were granted on 02/27/2017 and will vest on 02/27/2020; and (b) 6,492 restricted stock units that were granted on 03/01/2018 and will vest ratably on 03/01/2020 and 03/01/2021, each subject to the reporting person's continued employment with the issuer.
- F3The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 20, 2018.
- F4The price shown is the weighted average prices of the shares sold in this transaction. The price range for this transaction is $23.37 to $23.84. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.
- F5The price shown is the weighted average prices of the shares sold in this transaction. The price range for this transaction is $23.47 to $23.64. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.