SEC Form 4 · accession 0001247539-17-000004
DAVEY TREE EXPERT CO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven A Marshall
Officer — Ex VP & Asst. to the President
Period of report
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 3:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277638
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 14, 2017 | A | 876 | $35.20 | A | 52,879 | D | |
| Common StockF2 | Mar 14, 2017 | A | 288 | $35.20 | A | 53,167 | D | |
| Common StockF3 | Mar 14, 2017 | M | 1,040 | $19.70 | A | 54,207 | D | |
| Common StockF4 | holding | — | — | — | 63,124 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Subscription Rights (Right to Buy)F3 | $19.70 | Mar 14, 2017 | M | 1,040 | A | Aug 1, 2012 | Jul 31, 2019 | Common Stock | 1,040 | 0 | D |
| Stock Appreciation Rights (2017)F5 | $35.20 | Mar 14, 2017 | A | 3,100 | A | Mar 14, 2018 | Dec 31, 2026 | Common Stock | 3,100 | 3,100 | D |
Explanation of responses
- F1Upon the achievement of certain performance criteria, performance restricted stock units (PRSUs) were granted pursuant to the Company's performance restricted stock unit program, are payable in common shares, will be fully vested on the earlier of (a) the fifth anniversary of the grant date (the transaction date herein), (b) retirement (provided that the participant has attained the age of 55 years and has had at least five years of service with the Company), (c) total or permanent disability or death, or (d) certain events of termination, and will be paid no later than March 15 following the year in which the participant retires.
- F2Reflects common shares granted pursuant to the Company's Management Incentive Plan.
- F3Reflects exercise of stock subscription rights. The reported rights to purchase shares of the Company's common stock were acquired in the Company's stock subscription offering to employees and non-employee directors in accordance with the provisions of The Davey Tree Expert Company 2004 Omnibus Stock Plan (the "Plan"). All participants in the offering purchasing in excess of $5,000 of common stock were granted a "right" to purchase one additional share of common stock, at a price of $19.70 per share, for every three shares of common stock purchased under the Plan. Each "right" may be exercised at the rate of 1/7 per year beginning on August 1, 2012, expiring upon the earlier of termination of employment or July 31, 2019. Mr. Marshall's remaining rights to purchase 422 shares of the Company's common stock will be forfeited upon his retirement from the Company.
- F4This total reflects routine accumulation of 63,124.0657 common shares acquired through the Company's 401(K) benefit plan as of March 14, 2017, based on internal records. The number of shares in the reporting person's 401(K) plan account has decreased due to administrative fees withheld by the plan administrator.
- F5These stock appreciation rights become exercisable in five equal annual installments beginning on the first anniversary of the grant date.