SEC Form 4 · accession 0001209191-18-013409
ONTO INNOVATION INC. · ONTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Stultz
Director
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 4:59 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 Stock | Feb 22, 2018 | M | 22,500 | $0.00 | A | 342,087 | D | |
| Common Stock | Feb 23, 2018 | M | 20,000 | $0.00 | A | 362,087 | 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 UnitsF1,F2 | — | Feb 22, 2018 | M | 22,500 | D | — | Feb 22, 2029 | Common Stock | 22,500 | 22,500 | D |
| Performance Stock UnitF3,F2 | — | Feb 23, 2018 | M | 20,000 | D | — | Feb 24, 2018 | Common Stock | 20,000 | 10,667 | D |
Explanation of responses
- F1Shares 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.
- F2Shares are represented by performance stock units. Each performance stock unit represents a contingent right to receive one share of NANO common stock. The performance stock units vest on an annual basis, in equal 1/3rd target increments, over a three-year period, provided that certain price performance targets are met. 2/3rds will vest for each increment if target price performance is met for that increment and 100% will vest if maximum price performance is met for that increment.
- 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 on an annual basis, in equal 1/3rd increments, over a three-year period from the award date.