SEC Form 4 · accession 0001302675-16-000009
DOVER Corp · DOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Livingston
Officer — CEO and President · Director
Period of report
Feb 11, 2016
Accepted (ET)
Feb 16, 2016 · 5:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000029905
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 11, 2016 | M | 13,832 | — | A | 178,544 | D | |
| Common Stock | Feb 11, 2016 | F | 4,297 | $57.25 | D | 174,247 | D | |
| Common StockF2 | Feb 11, 2016 | A | 22,707 | $0.00 | A | 196,954 | D | |
| Common StockF3 | Feb 12, 2016 | F | 2,047 | $58.465 | D | 194,907 | D | |
| Common Stock | holding | — | — | — | 16,899 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1 | — | Feb 11, 2016 | M | 18,948 | D | — | — | Common Stock | 18,948 | 0 | D |
| Stock Appreciation Right | $57.25 | Feb 11, 2016 | A | 272,489 | A | Feb 11, 2019 | Feb 11, 2026 | Common Stock | 272,489 | 272,489 | D |
Explanation of responses
- F1Represents settlement of performance shares representing a contingent right to receive shares of Dover common stock, based on Dover's relative total shareholder return versus that of Dover's peer group for the three-year performance period ended 12/31/2015. The Reporting Person's Issuer equity awards outstanding as of February 28, 2014, including the performance shares award, have been adjusted in connection with the separation of Knowles Corporation from the Issuer that was effected on February 28, 2014, to preserve the value of the Issuer securities as contemplated in the Employee Matters Agreement that was entered into by the Issuer and Knowles Corporation on that date.
- F2Represents grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Dover common stock. The restricted stock units will vest in three annual installments beginning on March 15, 2017.
- F3Shares withheld for taxes upon partial vesting of restricted stock units granted on February 12, 2015.