SEC Form 4 · accession 0000899243-16-015689
AXIALL CORP/DE/ · AXLL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel S. Fishbein
Officer — VP and General Counsel
Period of report
Mar 8, 2016
Accepted (ET)
Mar 10, 2016 · 4:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000805264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| AXLL Common StockF1 | Mar 8, 2016 | A | 17,245 | $0.00 | A | 25,409 | D | |
| AXLL Common StockF2 | Mar 8, 2016 | A | 17,245 | $0.00 | A | 42,654 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF3,F4 | $0.00 | Mar 8, 2016 | A | 17,245 | A | — | — | AXLL Common Stock | 17,245 | 17,245 | D |
| Performance Restricted Stock UnitsF5,F6 | $0.00 | Mar 8, 2016 | A | 17,245 | A | — | — | AXLL Common Stock | 17,245 | 172,450 | D |
Explanation of responses
- F1These restricted stock units are scheduled to vest in three equal increments on each of March 8, 2017, March 8, 2018, and March 8, 2019, subject to the terms of the RSU agreement between the issuer and the reporting person.
- F2These restricted stock units are scheduled to vest in four equal increments on each of March 8, 2017, March 8, 2018, March 8, 2019, and March 8, 2020, subject to the terms of the RSU agreement between the issuer and the reporting person.
- F3Shares of the Company common stock may be issued to the reporting person upon the vesting of the performance restricted stock units, also referred to as "PRSUs." The number of shares of Company common stock shown is the award at the "target" performance level. The actual number of the shares of common stock that may be issued to the reporting person upon vesting ranges from a minimum of zero to a maximum of 34,490 shares, and depends on the relative total shareholder return, or "TSR," for the Company as compared to a company in a peer group that achieves the median TSR performance for the peer group. The TSR for the company and each company in the peer group will be calculated based on annual growth rate over a three-year performance period, from the volume weighted average trading price for each company's common stock for sixty consecutive trading days prior to March 8, 2016 to the sixty consecutive trading days prior to March 8, 2019.
- F4The PRSUs are expected to vest March 8, 2019. The expiration date of the award of this grant is the same date as the vesting date.
- F5Shares of the Company common stock may be issued to the reporting person upon the vesting of the performance restricted stock units, also referred to as "PRSUs." The number of shares of Company common stock shown is the award at the "target" performance level. The actual number of the shares of common stock that may be issued to the reporting person upon vesting ranges from a minimum of zero to a maximum of 34,490 shares, and depends on the relative total shareholder return, or "TSR," for the Company as compared to a company in a peer group that achieves the median TSR performance for the peer group. The TSR for the company and each company in the peer group will be calculated based on annual growth rate over a four-year performance period, from the volume weighted average trading price for each company's common stock for sixty consecutive trading days prior to March 8, 2016 to the sixty consecutive trading days prior to March 8, 2020.
- F6The PRSUs are expected to vest March 8, 2020. The expiration date of the award of this grant is the same date as the vesting date.