SEC Form 4 · accession 0001209191-17-062741
ONTO INNOVATION INC. · ONTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Stultz
Director
Period of report
Nov 27, 2017
Accepted (ET)
Nov 28, 2017 · 6:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000704532
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 27, 2017 | M | 15,000 | $0.00 | A | 295,651 | D | |
| Common StockF2 | Nov 27, 2017 | M | 17,666 | $0.00 | A | 313,317 | D | |
| Common StockF3 | Nov 27, 2017 | A | 2,075 | $0.00 | A | 315,392 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF4 | — | Nov 27, 2017 | M | 22,500 | D | — | Feb 22, 2019 | Common Stock | 22,500 | 22,500 | D |
| Performance Stock UnitsF5 | — | Nov 27, 2017 | M | 26,500 | D | — | Feb 8, 2020 | Common Stock | 26,500 | 13,250 | D |
Explanation of responses
- F1Shares are represented by restricted stock units into which performance stock units converted. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest on February 22, 2019.
- F2Shares are represented by restricted stock units into which performance stock units converted. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest 50% on February 8, 2019 and 50% on February 8, 2020.
- F3Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest the sooner of May 23, 2018 or the next annual shareholder's meeting.
- F4Shares are represented by performance stock units, each of which represents a contingent right to receive one share of NANO common stock. Of these performance stock units, performance stock units covering 22,500 shares converted into restricted stock units to acquire 15,000 shares, which will vest as set forth in note (1) above, and are reflected on Table I. The remaining performance stock units covering 22,500 shares will vest on February 22, 2018, provided that certain price performance targets are met. 2/3rds will vest if target price performance is met, and 100% will vest if maximum price performance is met.
- F5Shares are represented by performance stock units, each of which represents a contingent right to receive one share of NANO common stock. Of these performance stock units, performance stock units covering 26,500 shares converted into restricted stock units to acquire 17,666 shares, which will vest as set forth in note (2) above, and are reflected on Table I. The remaining performance stock units covering 13,250 shares will vest on February 8, 2018, provided that certain price performance targets are met. 2/3rds will vest if target price performance is met, and 100% will vest if maximum price performance is met.