SEC Form 4 · accession 0001209191-19-002642
CAPSTEAD MORTGAGE CORP · CMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert R Spears Jr.
Officer — EVP & CIO
Period of report
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 7:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000766701
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 3, 2019 | A | 66,568 | $6.76 | A | 514,362 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF2,F3 | — | Jan 3, 2019 | A | 66,568 | A | — | — | Common Stock | 66,568 | 184,593 | D |
Explanation of responses
- F1Represents a portion of the executive's 2019 long-term incentive compensation. The unvested stock awards, granted from the Amended and Restated 2014 Flexible Incentive Plan, vest 100% at the end of year three. Dividends associated with these shares will only be paid upon vesting of the awards.
- F2Represents the primary component of the executive's 2019 long-term incentive compensation. The performance units ("Units") are convertible into common stock of the Issuer after December 31, 2021 and before March 15, 2022, with the conversion factor determined formulaically, based on achievement of stated performance criteria. The Units target a one-for-one conversion ratio into the common stock of the Issuer; however, the actual conversion ratio will be dependent on the achievement of the performance objectives outlined in the Issuer's 2019 Long-Term Award criteria. The Units could expire without converting into any shares of common stock of the Issuer or could be convertible into as many as 200% of the number of Units granted to the Reporting Person provided maximum thresholds are achieved for all performance objectives. The Units will terminate on December 31, 2021 if minimum performance criteria are not achieved for any of the performance objectives.
- F3The number reflects adjustment made as a result of expiration of performance units previously granted.