SEC Form 4 · accession 0000018396-17-000077
CDI CORP · CDI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Castleman
Officer — President, CFO and Interim CEO
Period of report
Sep 12, 2017
Accepted (ET)
Sep 14, 2017 · 3:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000018396
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 12, 2017 | U | 28,280 | $8.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Time-Vested Deferred Stock (TVDS)F1 | — | Sep 12, 2017 | D | 43,750 | D | — | Oct 1, 2020 | Common Stock | 43,750 | 43,750 | D |
Explanation of responses
- F1Under the TVDS Award Agreement, the general vesting schedule for these shares is: 20% on October 1, 2017, 30% on each of October 1, 2018 and October 1, 2019, and 20% on October 1, 2020. However, pursuant to the Award Agreement, upon the closing of a Sale of the Company, which occurred on September 12, 2017, the first two tranches became vested. Under the terms of the Award Agreement and the merger agreement associated with the Sale of the Company, the Reporting Person receives cash (equal to the sale price of $8.25 per share) rather than shares of Common Stock upon the vesting of these shares of TVDS.