SEC Form 4 · accession 0001209191-17-014031
DIODES INC /DEL/ · DIOD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keh Shew Lu
Officer — President & CEO · Director
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 6:56 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 StockF1,F2 | Feb 21, 2017 | A | 62,905 | $0.00 | A | 1,065,920 | D | |
| Diodes Incorporated Common Stock - Performance Stock UnitsF3,F4,F5 | Feb 21, 2017 | A | 62,905 | $0.00 | A | 62,905 | D | |
| Diodes Incorporated Common StockF6 | holding | — | — | — | 46,150 | I | Custodial | |
| Diodes Incorporated Common Stock | holding | — | — | — | 90,400 | I | Revocable Trust | |
| Diodes Incorporated Common Stock | holding | — | — | — | 476,783 | I | Lu Grandchildren's Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Restricted stock units vest in four equal installments beginning 02/21/2018.
- F2Granted under Rule 16b-3 Plan.
- F3Each 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. These PSUs were granted in replacement of 700,000 stock units previously reported.
- F4The 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).
- F5This 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%.
- F6These shares are held in accounts for the reporting persons minor grandchildren and the reporting person is the custodian of those accounts. The reporting person disclaims ownership of the shares held in those custodial accounts, and this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.