SEC Form 4 · accession 0001214659-17-006168
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
Oct 24, 2017
Accepted (ET)
Oct 25, 2017 · 7:36 pm EDT
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,F3 | Oct 24, 2017 | M | 56,257 | — | A | 297,353 | D | |
| Common StockF4 | Oct 24, 2017 | F | 28,936 | $8.40 | D | 268,417 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock Units (PSUs)F2,F5,F6 | — | Oct 24, 2017 | M | 33,334 | D | — | — | Emcore Common Stock | 33,334 | 33,333 | D |
Explanation of responses
- F1Represents shares of Issuer common stock subject to an award of performance-based restricted stock units ("PSUs") that vests based on the Issuer's total shareholder return ("TSR") compared to pre-established TSR goals, based on the TSR of the Russell Microcap Index, that were set by the Compensation Committee of the Board of Directors. The Compensation Committee determined on October 24, 2017 that the number of PSUs earned was 168.77% of the target number of PSUs subject to the first tranche of the award.
- F2The PSUs were awarded to the Reporting Person for no cash or other similar consideration.
- F3Reflects a correction in the number of shares of common stock reported as beneficially owned by the Reporting Person in prior reports due to an inadvertent error that appeared in the prior reports.
- F4Represents the number of shares required to be withheld in accordance with Rule 16b-3 to cover the Reporting Person's tax withholding obligations in connection with the vesting of the PSUs reported herein.
- F5Each PSU represented a contingent right to receive one share of the Issuer's common stock, based on the Issuer's TSR compared to pre-established relative TSR goals, based on the TSR of the Russell Microcap Index, that were set by the Compensation Committee of the Board of Directors. The aggregate number of shares issued may range from zero (0) to 200% of the target number of shares granted.
- F6PSUs that become vested and nonforfeitable are paid in shares of Common Stock as soon as practicable following the vesting date.