SEC Form 4 · accession 0001214659-15-000619
EMCORE CORP · EMKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alfredo Gomez
Officer — Gen. Counsel and Corp. Sec.
Period of report
Jan 23, 2015
Accepted (ET)
Jan 27, 2015 · 6:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000808326
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 23, 2015 | M | 13,334 | — | A | 32,075 | D | |
| Common Stock | Jan 26, 2015 | S | 5,611 | $5.10 | D | 26,464 | D | |
| Common Stock | Jan 26, 2015 | S | 59 | $5.15 | D | 26,405 | D | |
| Common StockF3 | holding | — | — | — | 6,667 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F4,F5,F6 | — | Jan 23, 2015 | M | 13,334 | D | — | — | Common Stock | 13,334 | 26,666 | D |
Explanation of responses
- F1Each restricted stock unit represented a contingent right to receive one share of Emcore common stock. Restricted stock units were payable, at the election of the Issuer, in cash, Emcore common stock, or a combination of the two. On January 23, 2015, the Issuer settled the restricted stock units in common stock.
- F2All sales were effected pursuant to a 10b5-1 plan previously adopted by the Reporting Person to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units under the Company's 2012 Equity Incentive Plan, which grant was exempt from Section 16b pursuant to Rule 16b-3(d).
- F3Shares attributable to EMCORE Corporation 401(k) account as of December 31, 2014.
- F4Each restricted stock unit represents a contingent right to receive one share of Emcore common stock. Restricted stock units are payable, at the election of the Issuer, in cash, Emcore common stock, or a combination of the two.
- F513,334 restricted stock units vested on January 23, 2015.
- F6The remaining unvested restricted stock units vest in two equal annual installments commencing on January 23, 2016. Not later than 30 days after vesting occurs, vested shares of Emcore common stock, an amount in cash equal to their fair market value or a combination of both will be delivered to the Reporting Person.
- F7The restricted stock units were awarded to the Reporting Person for no cash or other similar consideration.