SEC Form 4 · accession 0000899243-16-013753
MAGNITE, INC. · MGNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Addante
Officer — See Remarks · Director
Period of report
Feb 17, 2016
Accepted (ET)
Feb 18, 2016 · 6:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001595974
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 17, 2016 | A | 77,222 | $0.00 | A | 1,763,123 | D | |
| Common StockF3,F4,F2 | Feb 17, 2016 | A | 115,833 | $0.00 | A | 1,878,956 | D | |
| Common Stock | holding | — | — | — | 1,250 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F5 | $13.16 | Feb 17, 2016 | A | 88,906 | A | — | Feb 1, 2026 | Common stock | 88,906 | 88,906 | D |
Explanation of responses
- F1Represents shares of restricted stock that vest as follows: (a) 24,131 shares on May 15, 2017; (b) 9,653 shares each November 15 and May 15 thereafter until November 15, 2018; (c) 9,652 shares on May 15, 2019; (d) 9,653 shares November 15, 2019; and (e) 4,827 shares on May 15, 2020.
- F2Granted as compensation for services.
- F3Represents shares of restricted stock tied to the Issuer's market price ("Market Stock Awards" or "MSAs"). The MSAs vest upon certification by the Board or Compensation Committee of the Issuer promptly following the Measurement Date for the MSAs, which is the first to occur of (i) February 1, 2019, (ii) the effective date of a Sale Transaction (as defined in the Severance Agreement between the Issuer and the reporting person to include various change in control transactions), or (iii) the date of termination of the reporting person's continuous service as a result of an involuntary termination, death, or disability. On the vesting date, the MSAs will vest with respect to the number of shares of the issuer's common stock, consisting of none, some, or all of the total shares issued, determined as the product obtained by multiplying the Performance Factor times the Target Shares as of the Measurement Date.
- F4(Continued from footnote 3) Initial Target Shares are two-thirds of the total number of MSAs issued, subject to pro-rata reduction for partial time served if the reporting person's continuous service terminates as a result of death, disability, involuntary termination not in connection with a Sale Transaction, or voluntary termination initiated by the reporting person. If the Calculated Quotient is less than 50%, the Performance Factor is zero, resulting in no vesting. If the Calculated Quotient is more than 150%, the Performance Factor is 150%. If the Calculated Quotient is at least 50% but not more than 150%, the Performance Factor is equal to the Calculated Quotient. For this purpose, the "Calculated Quotient" is obtained by dividing the 20-day trailing average closing price for the Issuer's common stock as of the Measurement Date by the 20-day trailing average closing price for the issuer's common stock as of the issuance date.
- F525% of the stock options will vest on February 1, 2017 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.
Remarks
Chief Executive Officer, Chief Product Architect and Chairman of the Board