SEC Form 4 · accession 0001209191-15-033145
Energous Corp · WATT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cesar Johnston
Officer — Senior VP of Engineering
Period of report
Apr 6, 2015
Accepted (ET)
Apr 8, 2015 · 4:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575793
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 6, 2015 | M | 20,000 | $0.00 | A | 27,000 | D | |
| Common StockF3,F4 | Apr 7, 2015 | S | 7,900 | $8.81 | D | 19,100 | 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 unitsF5,F6 | — | Apr 6, 2015 | M | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Represents shares of common stock received upon settlement and delivery of a restricted stock unit award.
- F2The reporting person's sale of Energous common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 7,000 shares, with the reporting person's purchase of 7,000 shares of Energous common stock at a price of $7.00 per share on December 10, 2014. The reporting person has agreed to pay to Energous, upon settlement of the sale, $12,611, representing the full amount of the profit realized in connection with the short-swing transaction, less trancaction costs.
- F3Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 Plan on April 7, 2015 to pay withholding taxes due in connection with the settlement of certain restricted stock unit awards on April 6, 2015.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.73 to $8.95, inclusive. The reporting person undertakes to provide to Energous Corporation, any security holder of Energous Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.
- F5Each restricted stock unit represents a contingent right to receive one share of common stock.
- F6Represents a restricted stock unit award granted on August 14, 2014 and partially earned and vested on November 13, 2014 and February 26, 2015 based on the satisfaction of certain performance-based vesting requirements.