SEC Form 4 · accession 0001603814-16-000197
Renesas Electronics America Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory L Waters
Officer — PRESIDENT & CEO
Period of report
Jun 15, 2016
Accepted (ET)
Jun 17, 2016 · 8:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000703361
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 15, 2016 | M | 600,000 | $0.00 | A | 957,669 | D | |
| Common StockF3 | Jun 15, 2016 | S | 160,418 | $22.835 | D | 797,251 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF1 | $0.00 | Jun 15, 2016 | M | 300,000 | D | — | Jun 15, 2017 | Common Stock | 300,000 | 0 | D |
Explanation of responses
- F1Each performance right, originally granted on June 16, 2014, was converted into the right to receive two restricted stock units (with each restricted stock unit representing the right to receive one share of IDT common stock) based upon the achievement of a relative total stockholder return performance goal, as certified by IDT's compensation committee on June 15, 2016. The restricted stock units vest in respect of 50% of the shares underlying the performance rights on each of June 16, 2016 and June 16, 2017, subject to the reporting person's continued service with IDT through the applicable vesting date.
- F2Constitutes shares sold to cover the tax liability incurred in respect of the vesting of the restricted stock units.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.60 to $23.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.