SEC Form 4 · accession 0001104659-15-039993

· AXLL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Paul Carrico

Officer — President & C.E.O. · Director

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 Stock^F1	May 19, 2015	A	14,022	$0.00	A	232,003	D
AXLL Common Stock^F2	May 19, 2015	F	4,667	$36.72	D	227,326	D
AXLL Common Stock^F3	May 20, 2015	A	46,524	$0.00	A	273,860	D
AXLL Common Stock^F2	May 20, 2015	F	20,419	$36.79	D	253,441	D
AXLL Common Stock	holding	—	—		—	80,000	I	Held by The Carrico Family Trust
AXLL Common Stock	holding	—	—		—	66,000	I	Held by Mr. Carrico's Spouse
AXLL Common Stock	holding	—	—		—	45	I	Held by 401(k)

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 Units^F4,F5	$0.00	May 19, 2015	A	47,890	A	—	—	AXLL Common Stock	47,890	47,890	D

Explanation of responses

F1Vesting of one-third of the performance restricted stock units granted to the reporting person on May 19, 2014, for which the Company's Adjusted EBITDA is the performance restriction.
F2Payment of a tax liability by delivering or withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3.
F3Vesting of one-half of performance restricted stock units granted to the reporting person on May 20, 2013, for which the achievement of synergies by the issuer is the performance restriction.
F4Shares 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 95,780 shares, and depends on the relative total shareholder return, or "TSR," for the Company as compared to the 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 the 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.
F5The 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.