SEC Form 4 · accession 0001047390-18-000004
KIMBALL INTERNATIONAL INC · KBAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F Schneider
Officer — CEO & CHAIRMAN OF THE BOARD · Director
Period of report
Jun 30, 2018
Accepted (ET)
Jul 3, 2018 · 1:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000055772
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CLASS B COMMON STOCK | Jun 30, 2018 | M | 20,779 | $0.00 | A | 296,948 | D | |
| CLASS B COMMON STOCKF1 | Jun 30, 2018 | A | 952 | $0.00 | A | 297,900 | D | |
| CLASS B COMMON STOCKF2 | Jun 30, 2018 | F | 6,210 | $16.24 | D | 291,690 | D | |
| CLASS B COMMON STOCK | holding | — | — | — | 1,000 | I | Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RESTRICTED STOCK UNITSF5,F3,F4 | — | Jun 30, 2018 | M | 20,779 | D | — | — | CLASS B COMMON STOCK | 20,779 | 72,186 | D |
Explanation of responses
- F1Represents shares of Class B Common Stock acquired pursuant to the Restricted Stock Unit Award Agreement between the reporting person and Kimball International Inc. (the "Company"), determined by dividing the accumulated phantom cash dividends credited to the restricted stock units by the closing sales price of one share of Class B Common Stock on the vest date.
- F2Represents shares withheld by the Company to satisfy tax withholding obligations on the vesting of the restricted stock units.
- F3The Restricted Stock Units convert on a one-for-one basis into shares of Class B Common Stock.
- F4Represents Restricted Stock Units granted in prior years and vest on 6/30/18 (20,779 shares).
- F5Represents Restricted Stock Units (RSUs) which vest on 6/30/19 (44,598 shares) and 6/30/20 (27,588 shares). Includes RSUs granted on 5/7/18, with vesting of 17,301 shares to occur on 6/30/19 and vesting of 15,964 shares to occur on 6/30/20, subject in each case to the reporting person's fulfillment of all of his obligations pursuant to the terms of the Executive Employment Agreement dated 6/26/15 between the Company and the reporting person, as amended, and the Amendment to Executive's Terms of Employment dated 5/7/18 between the Company and the reporting person (the "Amendment"). Also includes RSUs granted on 7/1/16 (27,297 shares) and 7/6/17 (11,624 shares) which will vest on a pro-rata basis on the effective date of the reporting person's retirement from the Company in accordance with the terms of the Amendment. Share amounts do not include dividends which have accrued on the RSUs, which are payable upon vesting.