SEC Form 4 · accession 0001047390-18-000010
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
Oct 31, 2018
Accepted (ET)
Nov 2, 2018 · 4:31 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 | Oct 31, 2018 | M | 26,397 | $0.00 | A | 347,237 | D | |
| CLASS B COMMON STOCKF1 | Oct 31, 2018 | A | 887 | $0.00 | A | 348,124 | D | |
| CLASS B COMMON STOCKF2 | Oct 31, 2018 | F | 11,892 | $0.00 | D | 336,232 | 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 | — | Oct 31, 2018 | M | 26,397 | D | — | — | CLASS B COMMON STOCK | 26,397 | 33,265 | D |
Explanation of responses
- F1Represents shares of Class B Common Stock acquired pursuant to the Restricted Stock Unit Award Agreements between the reporting person and Kimball International Inc. (the "Company"), determined by dividing the accumulated phantom cash dividends credited to the restricted stock units ("RSUs") 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 RSUs.
- F3The RSUs convert on a one-for-one basis into shares of Class B Common Stock.
- F4On 7/1/16, RSUs for 27,297 shares were granted by the Company to the reporting person (the "2016 RSUs"), and on 7/6/17, RSUs for 11,624 shares were granted by the Company to the reporting person (the "2017 RSUs"). On the 10/31/18 effective date of the reporting person's retirement from the Company, in accordance with the terms of the Amendment to Executive's Terms of Employment dated 5/7/18 between the Company and the reporting person (the "Amendment"), the 2016 RSUs and the 2017 RSUs vested on a pro-rata basis, resulting in the vesting of 21,231 of the 2016 RSUs and 5,166 of the 2017 RSUs and the forfeiture of 6,066 of the 2016 RSUs and 6,458 of the 2017 RSUs.
- F5Represents RSUs which vest on 6/30/19 (17,301 shares) and on 6/30/20 (15,964 shares). These RSUs were granted on 5/7/18, 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 and the Amendment.