SEC Form 4 · accession 0001437749-18-019427
Natural Grocers by Vitamin Cottage, Inc. · NGVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd Dissinger
Officer — Chief Financial Officer
Period of report
Nov 1, 2018
Accepted (ET)
Nov 2, 2018 · 5:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001547459
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 1, 2018 | M | 1,620 | $0.00 | A | 7,384 | D | |
| Common Stock | Nov 1, 2018 | F | 469 | $18.20 | D | 6,915 | 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 UnitsF4,F3 | $0.00 | Nov 1, 2018 | M | 1,620 | D | Nov 1, 2018 | Nov 1, 2018 | Common Stock | 1,620 | 90,150 | D |
Explanation of responses
- F1Represents shares of NGVC common stock issued to the reporting person upon the vesting of 1,620 restricted stock units on November 1, 2018, where each restricted stock unit represented the economic equivalent of one share of NGVC common stock.
- F2Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of the restricted stock units.
- F3Each restricted stock unit represents a contingent right to receive one share of NGVC common stock.
- F4Of these restricted stock units: a)1,802 restricted stock units will vest on each of August 13, 2019 and 2020; b)1,620 restricted stock units will vest on each of November 1, 2019, 2020, 2021 and 2022; c)12,013 restricted stock units will vest on each of January 2, 2019, 2020, 2021 and 2022 and 12,014 restricted stock units will vest on January 2, 2023; provided, however, that all the restricted stock units in this clause (c) that are unvested will become fully vested upon the occurrence of a change in control affecting the Company; and d)4,000 restricted stock units will vest on each of June 27, 2019, 2020, 2021, 2022 and 2023.