SEC Form 4 · accession 0000071829-16-000125
NPK International Inc. · NPKI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce Campbell Smith
Officer — Exec Vice President &
Period of report
Aug 10, 2016
Accepted (ET)
Aug 12, 2016 · 4:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000071829
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 10, 2016 | M | 10,446 | $0.00 | A | 238,640 | D | |
| Common StockF2 | Aug 10, 2016 | F | 2,856 | $6.72 | D | 235,784 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | $0.00 | Aug 10, 2016 | M | 22,746 | D | Aug 10, 2016 | — | Common Stock | 22,746 | 105,446 | D |
Explanation of responses
- F1Represents shares acquired upon the partial vesting of a performance stock unit previously granted to the Reporting Person. Vesting of the award was contingent upon Company's achievement of certain levels of total shareholder return (TSR) relative to a pre-determined industry peer group.
- F2Represents shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.
- F3Represents performance restricted stock units awarded in 2013, the vesting of which was dependent on achievement of certain levels of total shareholder returns (TSR) relative to a peer group established by the Compensation Committee of the Board of Directors. The total represents the maximum number of shares that could have been earned under this award, however, the award criteria was only partially achieved. A portion of the award converted into common stock (see Table I of this Form 4 report) and the remaining shares under the award were forfeited by the Reporting Person.