SEC Form 4 · accession 0001104659-16-102884
Sizmek Inc. · SZMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John David Palmer
Officer — Chief Accounting Officer
Period of report
Feb 26, 2016
Accepted (ET)
Mar 7, 2016 · 12:10 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 StockF1,F2 | Feb 26, 2016 | M | 639 | — | A | 2,708 | D | |
| Common StockF3 | Feb 26, 2016 | F | 209 | $3.07 | D | 2,499 | D | |
| Common StockF1,F2 | Mar 2, 2016 | M | 945 | — | A | 3,444 | D | |
| Common StockF4 | Mar 2, 2016 | F | 309 | $3.36 | D | 3,155 | D | |
| Common StockF8,F2 | Mar 2, 2016 | M | 2,131 | — | A | 5,266 | D | |
| Common StockF9 | Mar 2, 2016 | F | 696 | $3.36 | D | 4,570 | 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 UnitsF7,F2,F5 | — | Feb 26, 2016 | M | 639 | D | — | — | Common Stock | 639 | 16,091 | D |
| Restricted Stock UnitsF2,F6 | — | Mar 2, 2016 | M | 945 | D | — | — | Common Stock | 945 | 15,146 | D |
| Restricted Stock UnitsF2,F10 | — | Mar 2, 2016 | M | 2,131 | D | — | — | Common Stock | 2,131 | 13,015 | D |
Explanation of responses
- F1Shares issued upon vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on March 2, 2014.
- F10This is the first of three (3) vesting installments of RSUs granted to the Reporting Person on April 23, 2015. The remaining 4,261 RSUs from such grant shall vest in two equal annual installments beginning March 2, 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.
- F2RSUs 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.
- F3Shares withheld by the issuer to satisfy a portion of the minimum statutory tax withholding obligations that arose upon the vesting of RSUs on February 26, 2016, as reported in line 1 of this Form 4.
- F4Shares withheld by the issuer to satisfy a portion of the minimum statutory tax withholding obligations that arose upon the vesting of RSUs on March 2, 2016, as reported in line 3 of this Form 4.
- F5This is the first of three (3) vesting installments of RSUs granted to the Reporting Person on April 23, 2015. The remaining 6,392 RSUs from such grant shall vest based on the achievement of certain corporate performance objectives during the two year period 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.
- F6This is the second of three (3) vesting installments of RSUs granted to the Reporting Person on April 28, 2014. The remaining 945 RSUs vest on March 2, 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.
- F73,975 RSUs previously granted were forfeited due to not achieving 100% of the issuer's target performance objectives for the period ended December 31, 2015.
- F8Shares issued upon vesting of RSUs granted to the Reporting Person on March 2, 2015.
- F9Shares withheld by the issuer to satisfy a portion of the minimum statutory tax withholding obligations that arose upon the vesting of RSUs on March 2, 2016, as reported in line 5 of this Form 4.