SEC Form 4 · accession 0001209191-17-002336
Elah Holdings, Inc. · ELLH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William K Hall
Director
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 6:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000038984
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 3, 2017 | A | 13,935 | $0.00 | A | 43,646 | D | |
| Common StockF2,F3 | Jan 3, 2017 | A | 1,069 | $0.00 | A | 44,715 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Annual grant of shares of restricted common stock to independent Directors issued to Mr. Hall under the Real Industry, Inc. Amended and Restated 2015 Equity Award Plan (the "Plan"). The number of shares represents $85,000 divided by the closing price of the Company's common stock on the day prior to issuance. Such shares will vest in full on January 3, 2018, with accelerated vesting in the event of a change in control of the Company, Mr. Hall's death or disability, or if Mr. Hall is not re-elected to the Board or is not re-nominated for election by the Company after indicating a willingness to serve.
- F2Common stock underlying 1,069 fully vested Restricted Stock Units ("RSUs") issued to Mr. Hall under the Plan in lieu of his cash Board service fees for the first quarter of 2017. Mr. Hall has irrevocably elected to receive 31.25% of his Board service fees for 2017 (including cash retainer fees for his service as a director and committee chairman and any other cash Board service fees that may be payable during 2017) in the form of RSUs pursuant to a policy where non-management Directors may elect to receive RSUs calculated at the closing stock price as of the date of grant in lieu of some or all of their cash Board service fees. Such RSUs are issued on a quarterly basis on the first business day of the quarter. The RSUs are immediately vested and will convert to common stock upon Mr. Hall's termination of service to the Board.
- F3The number of shares represents $6,250 (31.25% of one-quarter of Mr. Hall's annual fees of $80,000), divided by the closing price of the Company's common stock on the scheduled date of the Board service fee payment.