SEC Form 4/A · accession 0001127602-15-012845
CENTRAL PACIFIC FINANCIAL CORP · CPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David William Hudson
Officer — EVP
Period of report
Mar 2, 2015
Accepted (ET)
Mar 30, 2015 · 8:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000701347
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 2, 2015 | F | 1,474 | $22.98 | D | 12,149 | I | David W. Hudson and Dana E. Kokubum Family Trust dtd 2/3/99 |
| Common StockF2,F3,F4 | Mar 2, 2015 | F | 827 | $22.98 | D | 8,465 | D | |
| Common Stock | Mar 2, 2015 | M | 2,871 | $22.98 | A | 15,020 | I | David W. Hudson and Dana E. Kokubum Family Trust dtd 2/3/99 |
| Common Stock | holding | — | — | — | 11,613 | I | David Hudson and Dana Kokubun Trust dated 2/3/99 | |
| Common StockF5 | holding | — | — | — | 3,207 | D | ||
| Common StockF6 | holding | — | — | — | 1,068 | 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 UnitF7,F8 | $0.00 | Mar 2, 2015 | M | 2,871 | D | — | — | Common Stock | 2,871 | 4,230 | D |
Explanation of responses
- F1Shares exercised related to vesting from 2/28/13 grant
- F2PSUs (Two-thirds of 02/28/14 performance award grant): Based on attainment of 90% (threshold) of Board approved 2014 Target Net Income of $40.05 million. If threshold is not achieved, all shares will be forfeited. If threshold is achieved, the first tranche will vest in 2015; followed by the second and third tranches in 2016 and 2017 respectively. Vesting in 2016 is conditioned on the Company achieving a net income of at least $30 million in 2015. Likewise, vesting in 2017 is conditioned on the Company achieving a net income of at least $30 million in 2016. Actual shares earned will be based on 2014 Target Net Income results, with a Stretch Opportunity from 90% of Target up to 200% (cap). 1/3 of each portion will vest equally over the next 3 years.
- F3RSUs (one-third of 2/28/14 grant) Time Based, whereby shares vest in equal increments over 3 years.
- F4Shares exercised related to vesting from 2/28/14 grant
- F5RSUs performance-based, granted 2/17/15 reported at maximum number of shares to vest. Actual number of shares to vest based on performance results
- F6RSUs time-based; granted 2/17/15
- F73 year step vest starting 2/28/2014
- F8Does not expire unless employment is terminated before shares vest.