SEC Form 4 · accession 0001104659-16-101189
Sizmek Inc. · SZMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth J Saunders
Officer — Chief Financial Officer
Period of report
Feb 26, 2016
Accepted (ET)
Feb 29, 2016 · 6:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591877
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F5 | Feb 26, 2016 | M | 3,636 | — | A | 14,424 | 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 UnitsF6,F1,F2 | — | Feb 26, 2016 | A | 81,270 | A | — | — | Common Stock | 81,270 | 161,888 | D |
| Restricted Stock UnitsF6,F1,F3 | — | Feb 26, 2016 | A | 189,628 | A | — | — | Common Stock | 189,628 | 351,516 | D |
Explanation of responses
- F1Each restricted stock unit (RSU) represents a contingent right to receive one share of the issuer's common stock.
- F2The RSUs vest in three equal annual installments beginning February 26, 2017, subject to the Reporting Person's continued service with Sizmek through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. Distribution of the underlying shares may, however, be deferred based upon a deferral election by the Reporting Person.
- F3The RSUs vest in three equal annual installments beginning February 26, 2017, based on the achievement of certain corporate performance objectives during the year ending December 31, 2016, subject to the Reporting Person's continued service through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. Distribution of the underlying shares may, however, be deferred based upon a deferral election by the Reporting Person.
- F4Shares issued upon vesting of RSUs granted to the Reporting Person on March 2, 2015.
- F5RSUs were granted to the Reporting Person pursuant to the issuer's 2014 Incentive Award Plan. Each RSU represents a contingent right to receive one share of the issuer's common stock.
- F619,812 RSUs previously granted were forfeited due to not achieving 100% of the issuer's target performance objectives for the period ended December 31, 2015.