SEC Form 4 · accession 0001104659-15-039992
AXIALL CORP/DE/ · AXLL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark James Orcutt
Officer — Exec V.P. Building Products
Period of report
May 19, 2015
Accepted (ET)
May 21, 2015 · 3:53 pm EDT
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 | May 19, 2015 | F | 1,280 | $36.72 | D | 95,858 | D | |
| AXLL Common StockF2 | May 19, 2015 | A | 9,268 | $0.00 | A | 105,126 | D | |
| AXLL Common StockF1 | May 20, 2015 | F | 770 | $36.79 | D | 104,356 | 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 | May 19, 2015 | A | 9,112 | A | — | — | AXLL Common Stock | 9,112 | 9,112 | D |
Explanation of responses
- F1Payment of tax liability by delivering or withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3.
- F2These restricted stock units are expected to vest in three equal installments on each of the first, second and third anniversaries of the grant date, which is May 19, 2015, subject to the terms of the restricted stock unit agreement between the issuer and the reporting person.
- F3Shares of 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 shares of common stock that may be issued to the reporting person upon vesting ranges from a minimum of zero to a maximum of 18,224 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 the PRSU grant date to the sixty consecutive trading days prior to the end of the third anniversary of the grant date.
- F4The PRSUs are expected to vest on the third anniversary of the grant date, subject to the terms of the PRSU agreement between the Company and the reporting person. The expiration date of the award of this grant is the same date as the vesting date.