SEC Form 4 · accession 0001127602-15-000556
SUSQUEHANNA BANCSHARES INC · SUSQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Harrington
Officer — EVP, Treasurer & CFO
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 3:42 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 | 6,666 | $0.00 | A | 28,878 | D | |
| Common StockF2 | Dec 31, 2014 | F | 2,100 | $13.43 | D | 26,778 | D | |
| Common StockF3 | Dec 31, 2014 | M | 837 | $0.00 | A | 27,615 | D | |
| Common StockF4 | Dec 31, 2014 | F | 264 | $13.43 | D | 27,351 | D | |
| Common Stock | Dec 31, 2014 | A | 2,658 | $0.00 | A | 30,009 | D | |
| Common StockF5 | Dec 31, 2014 | F | 838 | $13.43 | D | 29,171 | D | |
| Common Stock | Dec 31, 2014 | A | 3,522 | $0.00 | A | 32,693 | D | |
| Common StockF6 | Dec 31, 2014 | F | 1,110 | $13.43 | D | 31,583 | 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 UnitsF7,F8 | — | Dec 31, 2014 | M | 6,666 | D | — | — | Common Stock | 6,666 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Dec 31, 2014 | M | 837 | D | — | — | Common Stock | 837 | 0 | D |
Explanation of responses
- F1On February 22, 2013, the reporting person reported 13,333 restricted stock units in Table II of a Form 3 filed with the Securities and Exchange Commission on February 27, 2013. On December 31, 2014, one half of these restricted stock units vested and 6,666 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.
- F10On December 31, 2014 the Compensation Committee of the Board of Directors of Susquehanna Bancshares, Inc. accelerated the vesting of these restricted stock units, which became fully vested on December 31, 2014.
- F2The 2,100 shares of common stock disposed of represent a portion of 6,666 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 6,666 restricted stock units.
- F3On March 15, 2013, the reporting person was granted 1,675 restricted stock units as previously reported on a Form 4 filed with the Securities and Exchange Commission on March 18, 2013. On December 31, 2014 the Compensation Committee of the Board of Directors of Susquehanna Bancshares, Inc. accelerated the vesting of these restricted stock units, which became fully vested on December 31, 2014, and 837 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.
- F4The 264 shares of common stock disposed of represent a portion of 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 837 restricted stock units.
- F5The 838 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.
- F6The 1,110 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.
- F7Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made under the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.
- F8The restricted stock units vest one third on each of December 31, 2012, December 31, 2013, and December 31, 2014 (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.
- F9Each 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. 2012 Short-Term Incentive Plan, under and in accordance with the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.