SEC Form 5 · accession 0001120437-19-000019
ARRAY DIGITAL INFRASTRUCTURE, INC. · AD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Deirdre Drake
Officer — EVP-Chief HR Officer
Period of report
Dec 31, 2018
Accepted (ET)
Feb 4, 2019 · 2:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000821130
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF2 | Apr 2, 2018 | M | 8,181 | $0.00 | A | 0 | D | |
| Common SharesF1,F2 | Apr 2, 2018 | F | 2,397 | $40.19 | D | 0 | 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 UnitsF3 | $0.00 | Apr 2, 2018 | M | 8,181 | D | — | — | Common Shares | 8,181 | 0 | D |
| Performance Share UnitsF4 | — | Apr 2, 2018 | A | 4,399 | A | — | — | Common Shares | 4,399 | 6,009 | D |
| Restricted Stock UnitsF5 | $0.00 | Apr 2, 2018 | A | 8,798 | A | — | — | Common Shares | 8,798 | 12,018 | D |
| Option (Right to buy)F6 | $45.87 | holding | — | — | — | — | Apr 1, 2026 | Common Shares | 8,625 | 8,625 | D |
| Restricted Stock UnitsF7 | — | holding | — | — | — | — | — | Common Shares | 9,235 | 9,235 | D |
| Restricted Stock UnitsF8 | — | holding | — | — | — | — | — | Common Shares | 9,044 | 9,044 | D |
| Performance Shares UnitsF9 | — | holding | — | — | — | — | — | Common Shares | 11,615 | 11,615 | D |
Explanation of responses
- F1Delivery of Common Shares as settlement for taxes due in conncection with restricted shares awarded under the United States Cellular Corporation Long-Term Incentive Plan.
- F2Restricted stock units vested on April 2, 2018 and all shares have subsequently been sold.
- F3Vesting of restricted units that were awarded on 4/1/2015 under the Long Term Incentive Plan.
- F4The reporting person was granted an award based on the achievement of certain performance measures, except that such award provides that in no event shall the number of shares subject to the award be less than 50% of the target opportunity as of the grant date. Accordingly, the reporting person is reporting a stock award of 50% of the target opportunity as of the grant date. To the extent that the actual amount is determined to be greater than 50% of the target opportunity based on the final determination of the performance measures, the reporting person will file a Form 4 at such time to report the additional award above 50% of the target opportunity.
- F5These restricted stock units were awarded under the United States Cellular Corporation Long-Term Incentive Plan. These restricted stock units will vest April 2, 2021.
- F6Granted on April 1, 2016 under the United States Cellular Long Term Incentive Plan. The option vests in three annual installments beginning on the first anniversary of the Transaction Date. Reporting person previously exercised 17,250 and the remaining shares will vest on April 1, 2019.
- F7Restricted stock units awarded under the United States Cellular Corporate Long Term Incentive Plan. Restricted stock units will vest on April 1, 2019.
- F8Restricted stock units awarded under the United States Cellular Long Term Incentive Plan. Restricted stock units will vest on April 3, 2020.
- F9Performance shares that become vested on April 3, 2020.