SEC Form 4/A · accession 0001209191-15-020551
PHH CORP · PHH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Glen A. Messina
Officer — President and CEO · Director
Period of report
Oct 23, 2014
Accepted (ET)
Mar 2, 2015 · 9:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077776
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RSUsF3,F1,F2 | — | Oct 23, 2014 | A | 122,848 | A | — | May 22, 2024 | Common Stock | 122,848 | 122,848 | D |
Explanation of responses
- F1Each Performance RSU represents a contingent right to receive one share of PHH Corporation common stock upon vesting. The Performance RSUs ("PRSUs") are subject to performance vesting as follows: (i) 100% will vest if the average PHH Corporation common stock price for the 90-day period prior to and including October 23, 2017, equals or exceeds $30 per share, and (ii) 50% will vest if the average PHH Corporation common stock price for the 90-day period prior to and including October 23, 2017, equals or exceeds $28 per share and is less than $30 per share. None of the PRSUs will vest if the average PHH Corporation common stock price for the 90-day period prior to and including October 23, 2017, is less than $28 per share. The Compensation Committee has the right to reduce the number of shares that vest based on Messina's achievement of individual goals that the Committee may establish or any other factors that the Committee deems necessary or appropriate.
- F2Vesting is subject to Messina's continued service through October 23, 2017. If Messina's employment with PHH Corporation is terminated without Cause, then a pro rated portion of the PRSUs will vest on October 23, 2017, subject to achievement of the applicable performance vesting criteria, based upon the number of days of Messina's service from the grant date through May 31, 2016. If, however, Messina's employment with PHH Corporation ceases for any reason other than for Cause on or after May 31, 2016, the unvested PRSUs will vest on October 23, 2017, subject to achievement of the applicable performance vesting criteria, if he complies with all applicable restrictive covenants.
- F3The purpose of this amendment is solely to correct the number of acquired PRSUs, which number was misreported by one share in the original Form 4. No other changes to the original Form 4 have been made.