SEC Form 4 · accession 0001567619-18-002566
CVB FINANCIAL CORP · CVBF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher D Myers
Officer — President & CEO · Director
Period of report
Sep 12, 2018
Accepted (ET)
Sep 13, 2018 · 6:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000354647
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1,F2,F3 | $23.75 | Sep 12, 2018 | A | 100,000 | A | Sep 12, 2018 | Sep 12, 2028 | Common Stock | 100,000 | 100,000 | D |
| Restricted Stock UnitsF4,F2,F5,F6 | $0.00 | Sep 12, 2018 | A | 105,000 | A | Sep 12, 2018 | — | Common Stock | 105,000 | 105,000 | D |
| Performance-based Restricted Stock UnitsF7,F2,F8,F6 | $0.00 | Sep 12, 2018 | A | 105,000 | A | — | — | Common Stock | 105,000 | 105,000 | D |
Explanation of responses
- F1Employee stock options (right-to-buy) ("Options") granted pursuant to Issuer's 2018 Equity Incentive Plan (the "Plan"), and the related award agreement entered into pursuant thereto, in accordance with the terms of Reporting Person's employment agreement dated September 12, 2018 (the "Employment Agreement").
- F2Effective date of grant is September 12, 2018.
- F3Options vest over three years in equal installments on each of the first three anniversaries of the effective date of grant, provided Reporting Person continues in employment with Issuer through each vesting date. Only vested options are exercisable.
- F4Restricted Stock Units ("RSUs") granted pursuant to the Plan and the related award agreement entered into pursuant thereto, in accordance with the terms of the Employment Agreement.
- F5RSUs vest over three years on the anniversary of the effective date of grant, provided Reporting Person continues in employment with Issuer through each vesting date, as follows: 15,000 RSUs vest on the first anniversary and 45,000 shares vest on each of the second and third anniversaries.
- F6Not applicable.
- F7Performance-based restricted stock units ("PRSUs") granted pursuant to the Plan and the related award agreement entered into pursuant thereto, in accordance with the terms of the Employment Agreement.
- F8This is a target only. Number of PRSUs is tied to satisfaction of certain performance criteria (other than the price of Issuer's commons stock), as defined in the Employment Agreement. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance targets are achieved as of the end of certain performance periods ending June 30, 2019, June 30, 2020 and June 30, 2021. The actual number of shares ultimately deliverable ranges from 0 to 131,250 shares (subject to any subsequent stock split and the like). PRSUs earned, if any, will vest in installments on specific dates over three years subject to certain conditions.