SEC Form 4 · accession 0001209191-19-015802
Delphi Technologies PLC · DLPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary Gustanski
Officer — Senior Vice President*
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 5:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001707092
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Feb 28, 2019 | X | 111 | $0.00 | A | 10,645 | D | |
| Ordinary Shares | Feb 28, 2019 | X | 830 | $0.00 | A | 11,475 | D | |
| Ordinary Shares | Feb 28, 2019 | X | 830 | $0.00 | A | 12,305 | D | |
| Ordinary Shares | Feb 28, 2019 | A | 2,164 | $0.00 | A | 14,469 | D | |
| Ordinary SharesF5 | Feb 28, 2019 | F | 1,149 | $0.00 | D | 13,320 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF6 | — | Feb 28, 2019 | X | 111 | D | — | — | Ordinary Shares | 111 | 48 | D |
| Restricted Share UnitsF7 | — | Feb 28, 2019 | X | 830 | D | — | — | Ordinary Shares | 830 | 4,151 | D |
| Restricted Share UnitsF8 | — | Feb 28, 2019 | X | 830 | D | — | — | Ordinary Shares | 830 | 3,321 | D |
| Restricted Share UnitsF9 | — | Feb 28, 2019 | A | 8,148 | A | — | — | Ordinary Shares | 8,148 | 8,148 | D |
Explanation of responses
- F1Represents the acquisition of ordinary shares upon the disposition of dividend equivalent rights reported in Table 2.
- F2Represents the acquisition of ordinary shares upon the disposition of restricted share units reported in Table 2.
- F3Ordinary shares received upon settlement of performance based awards granted pursuant to an approved employee incentive plan the value and issuance of which was conditioned on the Issuer achieving certain operating and financial performance targets over the 2016 through 2018 fiscal year period.
- F4Represents ordinary shares being withheld to pay tax liability incident to the vesting of time-based restricted stock units and settlement of dividend equivalent rights previously granted pursuant to an approved employee incentive plan.
- F5Includes Ordinary Shares plus an additional 1,330 of restricted stock units previously granted pursuant to an approved employee incentive plan, which vest at various points with the passage of time and which earn dividend equivalents until fully vested.
- F6Reflects settlement of dividend equivalent rights in connection with the vesting of restricted share units. The rights accrued when and as dividends were paid on the Issuer's ordinary shares and vested proportionately with the restricted share units to which they related. Each dividend equivalent right is the economic equivalent of one ordinary share.
- F7Reflects settlement of a portion of restricted share units awarded to the reporting person as a one-time special grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests in two equal installments on each of February 28, 2020 and February 28, 2021.
- F8Reflects settlement of a portion of restricted share units awarded to the reporting person as an annual grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests in two equal installments on each of February 28, 2020 and February 28, 2021.
- F9Reflects the annual grant of restricted share units awarded to the reporting person pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The award vests in three equal installments on each of February 28, 2020, February 28, 2021 and February 28, 2022.
Remarks
*and Chief Technology Officer