SEC Form 4 · accession 0001127602-15-000543
SUSQUEHANNA BANCSHARES INC · SUSQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Joseph Burns
Officer — EVP, Chief Risk Officer
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 3:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000700863
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 31, 2014 | M | 5,000 | $0.00 | A | 5,000 | D | |
| Common StockF2 | Dec 31, 2014 | F | 1,883 | $13.43 | D | 3,117 | D | |
| Common Stock | Dec 31, 2014 | A | 3,322 | $0.00 | A | 6,439 | D | |
| Common StockF3 | Dec 31, 2014 | F | 1,251 | $13.43 | D | 5,188 | 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 UnitsF4,F5 | — | Dec 31, 2014 | M | 5,000 | D | — | — | Common Stock | 5,000 | 10,000 | D |
Explanation of responses
- F1On January 14, 2014, the reporting person was granted 15,000 restricted stock units as previously reported on a Form 3 filed with the Securities and Exchange Commission on January 16, 2014. On December 31, 2014, one third of these restricted stock units vested and 5,000 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.
- F2The 1,883 shares of common stock disposed of represent a portion of 5,000 restricted stock units that vested on December 31, 2014. These shares disposed of were withheld to satisfy the reporting person's tax withholding obligation incident to the vesting of these 5,000 restricted stock units.
- F3The 1,251 shares of common stock disposed of represent a portion of the shares issued to the reporting person upon vesting of performance stock units. The shares disposed of were withheld to satisfy the reporting person's tax obligation.
- F4Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made pursuant to the terms of the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.
- F5The restricted stock units vest one third on each of December 31, 2014, December 31, 2015, and December 31, 2016 (each a "Vesting Date"); provided that (i) the executive continues to be employed by, or provide a service to, Susquehanna Bancshares, Inc. through the Vesting Date, and (ii) the Susquehanna Bancshares, Inc. Profit Trigger (as defined in the grant agreement governing the restricted stock unit grant) is achieved.