SEC Form 4 · accession 0001214659-17-001272
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
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 2:52 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,F2 | Feb 16, 2017 | A | 16,265 | — | A | 212,422 | D | |
| Common StockF3,F4 | Feb 17, 2017 | S | 6,237 | $10.00 | D | 206,185 | 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 UnitsF6,F8,F5,F7 | — | Feb 16, 2017 | M | 16,265 | A | — | — | Emcore Common Stock | 16,265 | 32,530 | D |
Explanation of responses
- F1This amount originally represented 12,500 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.
- F2The shares of common stock were awarded to the Reporting Person for no cash or other similar considerations.
- F3Represents 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.
- F4Reflects aggregate reporting of multiple open market transactions. The price reported is the weighted average sale price of sales ranging from $10.00 to $10.005 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.
- F5Each 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.
- F6This amount originally represented 12,500 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.
- F7Not 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.
- F8The restricted stock units were awarded to the Reporting Person for no cash or other similar consideration.