SEC Form 4 · accession 0001209191-17-016208
Elah Holdings, Inc. · ELLH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kyle Ross
Officer — President and Interim CEO
Period of report
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 8:44 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 | Feb 27, 2017 | S | 1,141 | $4.80 | D | 214,607 | D | |
| Common StockF2 | Feb 28, 2017 | S | 2,428 | $5.30 | D | 212,179 | D | |
| Common StockF3 | Feb 28, 2017 | A | 29,412 | $0.00 | A | 241,591 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F5 | — | Feb 28, 2017 | A | 32,827 | A | — | — | Common Stock | 32,827 | 51,916 | D |
Explanation of responses
- F1Automatic sale pursuant to a 10b5-1 Plan previously adopted by Mr. Ross to satisfy the tax withholding obligation on 2,500 previously issued shares of restricted stock that vested on February 24, 2017.
- F2Automatic sale pursuant to a 10b5-1 Plan previously adopted by Mr. Ross to satisfy the tax withholding obligation on 6,241 previously issued shares of restricted stock that vested on February 27, 2017.
- F3Shares of restricted common stock issued to Mr. Ross as part of the Company's long-term incentive program under the Real Industry, Inc. Amended and Restated 2015 Equity Award Plan (the "Plan"). The number of shares represents $150,000 divided by the closing price of the Company's common stock on the grant date. Such shares will vest in three equal installments on each of March 16, 2018, March 15, 2019 and March 16, 2020.
- F4Each restricted stock unit represents the right to receive one share of common stock, at settlement.
- F5Restricted stock units ("RSUs") with a grant date fair value of $150,000 issued to Mr. Ross under the Plan. Issuance of shares subject to the RSUs is based on the Company's annualized total stockholder return ("TSR") relative to the TSR of the Russell 2000 Index of companies for the three-year performance period commencing on February 28, 2017 and ending on February 27, 2020. The "target" number of shares to be issued pursuant to the RSUs is reported. Between 0% and 150% of the target number of shares may be issued, with the actual percentage determined based on actual performance.