SEC Form 4/A · accession 0001214659-15-003045
Bankrate, Inc. · RATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Kenneth S Esterow
Officer — President, CEO · Director
Period of report
Mar 9, 2015
Accepted (ET)
Apr 13, 2015 · 6:00 pm EDT
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 | Mar 9, 2015 | F | 963 | $12.67 | D | 239,869 | D | |
| 2014 Performance SharesF3 | holding | — | — | — | 126,400 | D | ||
| 2015 Performance SharesF4 | holding | — | — | — | 159,963 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2Includes 182,435 restricted shares.
- F3Represents 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.
- F4Represents 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 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.
Remarks
Form 4 filed on March 10, 2015 indicated an incorrect transaction date in Table I.