SEC Form 4 · accession 0001379535-15-000004
CDI CORP · CDI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott J Freidheim
Officer — President and CEO · Director
Period of report
Jan 2, 2015
Accepted (ET)
Jan 2, 2015 · 5:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000018396
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Units (PUs)F1 | — | Jan 2, 2015 | A | 640,000 | A | — | Sep 15, 2019 | Common Stock | 640,000 | 1,280,000 | D |
Explanation of responses
- F1PUs are earned based on satisfying certain time-based vesting requirements and achieving certain stock value performance requirements between the grant date and 09/15/2019, subject to the period ending earlier upon the occurrance of certain events, such as the sale of Issuer or termination of employment. Any earned portion of the PUs will be settled in cash within 30 days after 09/15/2019, subject to earlier payment if Mr. Freidheim's employment is terminated due to death, by the Issuer without cause or due to disability or by Mr. Freidheim for good reason following a sale of the Issuer. The total amount payable is $7.5 million if the minimum stock value performance requirement (generally, $27.76 per share) is attained and is $20.0 million if the maximum value performance requirement (generally, $41.64 per share) is attained. The payout will be pro-rated for performance between the minimum and maximum stock value requirements.