SEC Form 4 · accession 0001166074-18-000001
HECLA MINING CO/DE/ · HL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillips S Baker Jr.
Officer — President & CEO · Director
Period of report
Mar 21, 2018
Accepted (ET)
Mar 22, 2018 · 6:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000719413
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 21, 2018 | M | 212,602 | $0.00 | A | 3,363,739 | D | |
| Common StockF2,F3 | Mar 21, 2018 | A | 254,119 | $0.00 | A | 3,617,858 | D | |
| Common StockF7 | Mar 21, 2018 | J | 20,115 | $0.00 | A | 20,115 | I | Held in 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF4,F5,F6 | $0.00 | Mar 21, 2018 | M | 204,918 | A | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 204,918 | 215,851 | D |
Explanation of responses
- F1See footnotes 4 and 5. Shares received upon settlement of performance rights awarded in July 2015.
- F250% of the 2015-2017 Long-term Incentive Plan award was paid in equity.
- F3Consists of 1,736,715 shares held directly, 1,651,900 shares held in the Key Employee Deferred Compensation Plan, and 229,243 unvested restricted stock units.
- F4On July 1, 2015, Mr. Baker was awarded performance rights. The performance rights represented a contingent right to receive between $250,000 and $1 million worth of Hecla Mining Company common stock based on Hecla's total shareholder return performance over the 3-year period relative to our peers using the average stock price of Hecla and our peers over the last 60 calendar days of 2014 compared to the average stock price of Hecla and our peers over the last 60 calendar days of 2017. The potential grant of shares to Mr. Baker under this plan were as follows: (1) 100th percentile rank among peers = maximum payout at 200% of target (i.e. $1 million worth of common stock); (2) 60th percentile rank among peers = target payout at grant value (i.e. $500,000 worth of common stock); or (3) 50th percentile rank among peers = threshold payout at 50% target (i.e. $250,000 worth of common stock).
- F5In reporting the number of performance rights at the time of the award, Mr. Baker assumed a target payout (i.e. $500,000 worth of common stock), with the common stock valued at the closing price on the day of the award ($2.44), and therefore reported an award of 204,918 rights. Based on Hecla Mining Company's total shareholder return ranking, Mr. Baker's award value was $518,750, and he therefore received 212,602 shares in settlement of award (with the shares valued at the $2.44 closing price on July 1, 2015).
- F6Consists of outstanding performance rights.
- F7Held as 1,664.924 units in Mr. Baker's 401(k) account under Hecla Mining Company's Capital Accumulation Plan, and estimated to be 20,115 shares.