SEC Form 4 · accession 0001214659-16-010259
Bankrate, Inc. · RATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Gilmartin
Officer — SVP, General Counsel
Period of report
Mar 9, 2016
Accepted (ET)
Mar 11, 2016 · 5:00 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 Stock | Mar 9, 2016 | A | 18,391 | $0.00 | A | 61,259 | D | |
| Common StockF2 | Mar 9, 2016 | F | 3,399 | $8.14 | D | 57,860 | D | |
| Common StockF3 | Mar 10, 2016 | A | 61,851 | $0.00 | A | 119,711 | D | |
| 2015 Performance SharesF4 | holding | — | — | — | 53,321 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 9, 2016, the final performance determination under the 2014 Performance Shares was completed and the reporting person earned 18,391shares. 50% of this amount vested on March 9, 2016. The remaining 50% will vest on the third anniversary of the grant date, subject to continued employment through the vesting date. The unvested 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. The unearned portion of the 2014 Performance Share award was forfeited back to the Company. The grant of 2014 Performance Shares was previously reported as a separate row in Table I.
- F2Represents shares surrendered by the reporting person to Bankrate, Inc. to satisfy withholding tax obligations due upon vesting of performance shares previously awarded to the reporting person.
- F3Grant of restricted stock units pursuant to the Bankrate, Inc. 2015 Equity Compensation Plan, exempt under Rule 16b-3. One-third of the grant 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.
- 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.