SEC Form 4 · accession 0001209191-15-069191
ALTERA CORP · ALTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Daane
Officer — President and CEO · Director
Period of report
Aug 31, 2015
Accepted (ET)
Sep 2, 2015 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000768251
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 31, 2015 | M | 22,180 | $0.00 | A | 654,356 | D | |
| Common StockF3 | Aug 31, 2015 | F | 11,574 | $48.55 | D | 642,782 | D | |
| Common Stock | holding | — | — | — | 270,000 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preformance Restricted Stock UnitF4 | — | Aug 31, 2015 | M | 22,180 | D | Aug 31, 2015 | Jul 30, 2022 | Common Stock | 22,180 | 0 | D |
Explanation of responses
- F1The number of performance restricted stock units ("PSRUs") that vested was determined by comparing Altera's total shareholder return ("TSR") to the TSR of the Philadelphia Semiconductor Total Return Index (the "Index") over a three-year period commencing July 30, 2012 and ending July 31, 2015 (the "Performance Period"). TSR is calculated based on the change in a company's stock price during the three-year period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. In accordance with the terms of the award, the beginning value used for calculating TSR is the average closing stock price for the 20 trading days prior to July 30, 2012. Altera's beginning value was calculated to be $32.77 (adjusted for dividends). Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on July 31, 2015. Altera's ending value was calculated to be $53.36 (adjusted for dividends).
- F2Mr. Daane's award provides that each 1% difference between Altera's TSR and the Index TSR at the end of the Performance Period will result in a 2% upwards or downwards adjustment to Mr. Daane's payout percentage. As of the conclusion of the Performance Period, Altera's TSR for the three-year period was 62.84%, which underperformed the TSR of the Index by 32.32%. Therefore, 33.36% of the target is earned. Based on the 66,489 target number of PSRUs, 22,181 of the PRSUs vested.
- F3Shares of common stock were withheld at vesting to cover required tax withholding. The fair market value of Altera common stock used for purposes of calculating the number of shares to be withheld was the closing price of Altera common stock as reported on the NASDAQ Stock Market on such vesting date.
- F4Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Altera common stock at no cost.