SEC Form 4 · accession 0001209191-17-014030
DIODES INC /DEL/ · DIOD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A King
Officer — SVP Sales & Marketing
Period of report
Feb 17, 2017
Accepted (ET)
Feb 23, 2017 · 6:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000029002
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Diodes Incorporated Common Stock | Feb 17, 2017 | M | 42,000 | $15.05 | A | 110,770 | D | |
| Diodes Incorporated Common StockF1 | Feb 17, 2017 | S | 42,000 | $25.6527 | D | 68,770 | D | |
| Diodes Incorporated Common StockF2,F3 | Feb 21, 2017 | A | 20,332 | $0.00 | A | 89,102 | D | |
| Diodes Incorporated Common Stock - Performance Stock UnitsF4,F5,F6 | Feb 21, 2017 | A | 20,332 | $0.00 | A | 20,332 | D | |
| Diodes Incorporated Common Stock | Feb 23, 2017 | M | 3,000 | $15.05 | A | 92,102 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 05/28/09 DIOD NQSOF7 | $15.05 | Feb 17, 2017 | M | 42,000 | D | May 28, 2010 | May 28, 2019 | Diodes Incorporated Common Stock - Diodes | 42,000 | 3,000 | D |
| 05/28/09 DIOD NQSOF7 | $15.05 | Feb 23, 2017 | M | 3,000 | D | May 28, 2010 | May 28, 2019 | Diodes Incorporated Common Stock - Diodes | 3,000 | 0 | D |
Explanation of responses
- F1The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.51 to $25.76, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.
- F2Restricted stock units vest in four equal installments beginning 02/21/2018.
- F3Granted under Rule 16b-3 Plan.
- F4Each PSU represents a contingent right granted under the companys 2013 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock.
- F5The PSUs vest in February 2020 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2017 through 2019 of $204.6 million (Target Performance).
- F6This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%.
- F7Non-qualified stock options exercisable in four equal annual installments beginning 05/28/2010.