SEC Form 4 · accession 0001214659-15-000947
Bankrate, Inc. · RATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donaldson M Ross
Officer — CEO, Bankrate.com
Period of report
Feb 2, 2015
Accepted (ET)
Feb 4, 2015 · 6:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001518222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 2, 2015 | A | 31,993 | $0.00 | A | 225,923 | D | |
| 2015 Performance SharesF3,F4 | Feb 2, 2015 | A | 74,650 | $0.00 | A | 74,650 | D | |
| Common StockF5,F6 | Feb 3, 2015 | F | 4,360 | $12.97 | D | 221,563 | D | |
| 2014 Performance SharesF7 | holding | — | — | — | 76,276 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of shares of restricted stock pursuant to the Bankrate, Inc. 2011 Equity Compensation Plan, exempt under Rule 16b-3. One-third of the restricted shares will vest on each of the first, second, and third anniversaries of the date of grant, subject to continued employment through the applicable anniversary and also to full or partial acceleration of vesting in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control.
- F2Includes 94,382 restricted shares.
- F3Grant of performance shares pursuant to the Bankrate, Inc. 2011 Equity Compensation Plan, exempt under Rule 16b-3. The actual number of shares of common stock that will vest will depend on the Company's financial performance in respect of the 2015 and 2016 calendar years and could be as many as one and a half times the number of performance shares initially granted or as few as zero shares. Half of the shares that are earned will vest following the determination of the award value following the end of 2016 and the remaining half will vest on the third anniversary of the grant date, subject to continued employment through the applicable vesting dates. The shares are also subject to full or partial acceleration in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control.
- F4Represents the "target" number of shares of common stock. The actual number of shares that will vest could be less than or greater than the target number, depending on the level of performance achieved.
- F5Represents shares surrendered by the reporting person to Bankrate, Inc. to satisfy withholding tax obligations due upon vesting of restricted stock previously awarded to the reporting person.
- F6Includes 83,268 restricted shares.
- F7Represents the "target" number of shares of common stock. The actual number of shares of common stock that will vest will depend on the Company's financial performance in respect of the 2014 and 2015 calendar years and could be as many as one and a half times the number of performance shares initially granted or as few as zero shares. Half of the shares that are earned will vest following the determination of the award value following the end of 2015 and the remaining half will vest on the third anniversary of the grant date, subject to continued employment through the applicable vesting dates. The shares are also subject to full or partial acceleration in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control.