SEC Form 4 · accession 0001214659-17-000207
EMCORE CORP · EMKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Rittichier
Officer — Chief Executive Officer · Director
Period of report
Jan 5, 2017
Accepted (ET)
Jan 9, 2017 · 4:51 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 5, 2017 | M | 97,590 | — | A | 196,157 | D | |
| Common StockF2,F3 | Jan 6, 2017 | S | 38,220 | $8.1505 | D | 157,937 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F4,F6,F7 | — | Jan 5, 2017 | M | 97,590 | D | — | — | Emcore Common Stock | 97,590 | 97,590 | 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 5, 2017, the Issuer settled the restricted stock units in common stock.
- F2Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock units reported herein. This sale was mandated by the Issuer under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
- F3Reflects aggregate reporting of multiple open market transactions. The price reported is the weighted average sale price of sales ranging from $8.15 to $8.2129 per share. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
- 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.
- F5This amount originally represented 75,000 restricted stock units. The number of restricted stock units was subsequently adjusted, pursuant to the terms of the Issuer's 2012 Equity Incentive Plan, to reflect the effect of an equitable and proportional adjustment made in connection with a special cash dividend paid by the Issuer on July 29, 2016.
- F697,590 restricted stock units vested on January 5, 2017.
- F7The remaining unvested restricted stock units vest on January 1, 2018. 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 the two will be delivered to the Reporting Person.