SEC Form 4 · accession 0001620702-17-000081
TERRAFORM GLOBAL, INC. · GLBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack Stark
Director
Period of report
Aug 4, 2017
Accepted (ET)
Aug 8, 2017 · 7:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001620702
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Class A common stock)F1,F2,F3 | — | Aug 4, 2017 | A | 30,000 | A | — | — | Class A Common Stock | 30,000 | 89,100 | D |
Explanation of responses
- F1On August 4, 2017, 30,000 restricted stock units were awarded under the 2014 Long-Term Incentive Plan in a transaction exempt under rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of TerraForm Global, Inc. Class A Common Stock.
- F2The 30,000 restricted stock units will vest in full on June 29, 2018. In the event that prior to June 29, 2018: (i) the Participant resigns with the consent of the Board, (ii) the Participant is removed from the Board without cause (as determined by the Board in its discretion) or (iii) a Change in Control occurs due to a merger of the Company pursuant to the Agreement and Plan of Merger dated as of March 6, 2017 among TerraForm Global, Inc., Orion US Holdings 1 L.P. and BRE GLBL Holdings Inc. (the "Brookfield Merger Agreement") a portion of the restricted stock units equal to Prorated Vesting Percentage (as defined below) shall become fully vested.
- F3The "Prorated Vesting Percentage" means the percentage calculated by dividing (i) the number of days between May 25, 2017 and, as applicable, (x) the date the Participant resigns with the consent of the Board, (y) the date the Participant is removed from the Board without cause (as determined by the Board in its discretion) or (z) the date of the Effective Time (as defined in the Brookfield Merger Agreement), by (ii) 365; provided, that the Prorated Vesting Percentage shall not exceed 100%.