SEC Form 4 · accession 0001209191-19-005946
POPULAR, INC. · BPOP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard L Carrion
Officer — Executive Chairman · Director
Period of report
Jan 25, 2019
Accepted (ET)
Jan 29, 2019 · 7:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000763901
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock Par Value $0.01 per shareF1,F2,F3,F4 | Jan 27, 2019 | M | 36,572 | — | A | 224,819 | D | |
| Common Stock Par Value $0.01 per share | Jan 27, 2019 | F | 12,929 | $53.48 | D | 211,890 | D | |
| Common Stock Par Value $0.01 per share | Jan 27, 2019 | F | 3,755 | $53.48 | D | 208,135 | D | |
| Common Stock Par Value $0.01 per shareF5 | holding | — | — | — | 73,694 | I | Junior Investment | |
| Common Stock Par Value $0.01 per shareF6 | holding | — | — | — | 3,223 | I | by son | |
| Common Stock Par Value $0.01 per shareF7 | holding | — | — | — | 208 | I | by Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F9 | $0.00 | Jan 25, 2019 | A | 36,572 | A | — | — | Common Stock Par Value $0.01 per share | 36,572 | 36,572 | D |
| Restricted Stock UnitsF1,F10 | — | Jan 27, 2019 | M | 36,572 | D | — | — | Common Stock Par Value $0.01 per share | 36,572 | 0 | D |
Explanation of responses
- F1Restricted Stock Units convert into an equivalent number of shares of Common Stock.
- F10On January 25, 2019, 36,572 performance share units granted to the reporting person on January 27, 2016 were converted into restricted stock units upon their performance-based vesting. The restricted stock units remained subject to continued time-based vesting conditions through January 27, 2019.
- F2Includes 1,744.039 shares acquired since Mr. Carrion's last Form 4, pursuant to reinvestment of dividends paid by the Corporation in transactions exempt from Section 16 of the Securities Exchange Act.
- F3Includes 8,261 shares previously held through Junior Investment which were distributed to the reporting person as a stock dividend on January 28, 2019 and are now owned directly. This distribution represents only a change in the form of the reporting person's beneficial ownership, which is a transaction exempt from Section 16 of the Securities Exchange Act by virtue of Rule 16a-13.
- F4Includes 113.984 shares acquired under Popular Inc. Puerto Rico Savings and Investment Plan in exempt transactions pursuant to Rule 16 of the Securities Exchange Act.
- F5Represents Mr. Carrion's indirect ownership in the shares of the Corporation owned by Junior Investment Corporation in which he has approximately 16.99% interest.
- F6Includes 3,200 shares previously held through the estate of Mr. Carrion's deceased spouse which were distributed to Mr. Carrion's son on December 11, 2018, as part of the liquidation of the estate of the deceased spouse.
- F7Shares held by the estate of Mr. Carrion's deceased spouse.
- F8Reflects performance-based vesting of performance share units granted to the reporting person on January 27, 2016 and accrued dividend equivalents thereunder converted into restricted stock units ("RSUs"), in each case, subject to continued time-based vesting conditions.
- F9The underlying RSUs remain subject to continued time-based vesting conditions through January 27, 2019. Upon vesting, restricted stock units are converted into an equivalent number of shares of Common Stock that are distributed to the reporting person.