SEC Form 4 · accession 0001592379-19-000006
Papa Murphy's Holdings, Inc. · FRSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Victoria J Tullett
Officer — Chief Legal Officer
Period of report
Jan 1, 2019
Accepted (ET)
Jan 7, 2019 · 7:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001592379
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1 | $4.75 | Jan 1, 2019 | A | 27,669 | A | — | Jan 1, 2029 | Common Stock | 27,669 | 27,669 | D |
| Performance Share UnitsF3,F2,F4 | — | Jan 1, 2019 | A | 9,262 | A | — | — | Common Stock | 9,262 | 9,262 | D |
Explanation of responses
- F1Stock Option granted under the 2014 Management Incentive Plan and becomes exercisable with respect to 33-1/3% of the shares on each of the first three anniversaries of the date of the grant.
- F2Performance share units ("PSUs") granted under the 2014 Management Incentive Plan represent shares of Papa Murphy's Holdings, Inc. ("Papa Murphy's") common stock to which the reporting person will be entitled. Each PSU represents the right to receive, at settlement, one share of Papa Murphy's common stock.
- F3The number of PSUs represents the target number of shares of Papa Murphy's common stock to which the reporting person will be entitled. The actual number of shares associated with the grant will depend on the achievement of certain specified performance criteria during the 2019 fiscal year including stock price performance and adjusted EBITDA performance.
- F4Subject to the achievement of certain specified performance criteria, each PSU will vest on the earilest of 50% on the second anniversary of the date of the grant and 50% on the third anniversary of the date of the grant, Papa Murphy's common stock trading at $10.00 or higher for 90 consecutive days, or a change in control.