SEC Form 4 · accession 0001179110-17-015328

· CUB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark Harrison

Officer — SVP/Controller

Period of report

Dec 13, 2016

Accepted (ET)

Dec 13, 2017 · 6:01 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000026076

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 13, 2016	J	202	—	D	0	D
Common Stock^F1,F2	Dec 13, 2016	J	202	—	A	7,953	I	The Harrison Living Trust 2008
Common Stock^F1	Oct 12, 2017	J	2,305	—	D	0	D
Common Stock^F1,F2	Oct 12, 2017	J	2,305	—	A	10,258	I	The Harrison Living Trust 2008

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^F3,F4	—	Nov 27, 2017	A	2,443	A	—	—	Common Stock	2,443	2,443	D
Restricted Stock Units^F3,F5	—	Nov 27, 2017	A	2,443	A	—	—	Common Stock	2,443	2,443	D

Explanation of responses

F1Represents a transfer of shares without consideration from the Reporting Person to The Harrison Living Trust 2008.
F2The Harrison Living Trust 2008, for which the Reporting Person and his spouse are co-trustees with full voting and dispositive rights.
F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock.
F4The performance-based RSUs vest on the date the Board of Directors certifies CUB's sales growth, EBITDA growth, and return on equity for the three-year performance period ending on September 30, 2020, subject to the Reporting Person's continued service with CUB through such vesting date, except as otherwise provided in the applicable RSU agreement. The RSUs vest based 40% on sales growth, 40% on EBITDA growth, and 20% on the return on equity achieved by CUB during such performance period. Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested shares and accrued dividends will be delivered to the Reporting Person following the vesting date.
F5The time-based RSUs vest in four equal installments on each of October 1, 2018, 2019, 2020 and 2021, subject to the Reporting Person's continued service with CUB through such date. Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested shares and accrued dividends will be delivered to the Reporting Person following each vesting date.