SEC Form 4 · accession 0000921895-18-000801
DIGIRAD CORP · DRAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew G. Molchan
Officer — President and CEO · Director
Period of report
Feb 28, 2018
Accepted (ET)
Mar 1, 2018 · 7:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000707388
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 28, 2018 | M | 10,490 | — | A | 77,819 | D | |
| Common StockF3 | Feb 28, 2018 | F | 3,740 | $2.05 | D | 74,079 | D | |
| Common StockF4 | Feb 28, 2018 | P | 25,000 | $2.14 | A | 99,079 | 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 UnitF1,F7,F2,F5 | — | Feb 28, 2018 | M | 10,490 | D | — | — | Common Stock | 10,490 | 31,472 | D |
| Restricted Stock UnitF1,F6 | — | Feb 28, 2018 | A | 53,097 | A | — | — | Common Stock | 53,097 | 53,097 | D |
| Restricted Stock UnitF1,F8 | — | Feb 28, 2018 | A | 53,098 | A | — | — | Common Stock | 53,098 | 53,098 | D |
Explanation of responses
- F1Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.
- F2This transaction represents the settlement of Restricted Stock Units in shares of common stock on their scheduled vesting date.
- F3Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on vesting of Restricted Stock Units. No shares were sold.
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.08 to $2.15, inclusive. Mr. Molchan undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price such shares were purchased.
- F5On February 28, 2017, Mr. Molchan was granted 83,923 Restricted Stock Units. As to this grant, 25% of the Restricted Stock Units vest on each of February 28, 2018, February 1, 2019, February 1, 2020 and February 1, 2021, with vesting of 50% of each such Restricted Stock Unit tranche subject to the satisfaction of certain performance criteria to be determined and approved by the Compensation Committee with respect to each such period.
- F6These Restricted Stock Units are scheduled to vest as to 25% of the units on each of February 28, 2019, February 28, 2020, February 28, 2021 and February 28, 2022, subject to the reporting person continuing to provide service through each such date.
- F7Does not include Restricted Stock Units that did not vest and were cancelled.
- F8These Restricted Stock Units are scheduled to vest as to 25% of the units on each of February 28, 2019, February 28, 2020, February 28, 2021 and February 28, 2022, with the vesting of 100% of each such tranche subject to the satisfaction of certain performance criteria to be determined and approved by the Compensation Committee with respect to each such period.