SEC Form 4 · accession 0000849146-16-000160
Lifevantage Corp · LFVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark R. Jaggi
Officer — Chief Financial Officer
Period of report
Mar 28, 2016
Accepted (ET)
Mar 30, 2016 · 3:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000849146
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1 | — | Mar 28, 2016 | D | 15,333 | D | — | Dec 31, 2016 | Common Stock | 15,333 | 0 | D |
| Performance Stock UnitsF1 | — | Mar 28, 2016 | D | 15,333 | D | — | Dec 31, 2017 | Common Stock | 15,333 | 0 | D |
| Performance Stock UnitsF1 | — | Mar 28, 2016 | D | 15,334 | D | — | Dec 31, 2018 | Common Stock | 15,334 | 0 | D |
| Performance Stock UnitsF3 | — | Mar 28, 2016 | A | 46,000 | A | — | Dec 31, 2018 | Common Stock | 46,000 | 46,000 | D |
Explanation of responses
- F1The cancelled Performance Stock Units were subject to three one-year performance periods: 1/1/2016 through 12/31/2016, 1/1/2017 through 12/31/2017, and 1/1/2018 through 12/31/2018, in each case, subject to earlier expiration of the relevant performance period upon a change in control of the issuer (each, a "One Year Performance Period"). The actual number of shares distributed was to have been based on the issuer's total stockholder return (TSR) performance during the relevant One Year Performance Period. Subject generally to the reporting person's continued service with the issuer, the cancelled Performance Stock Units represented a contingent right for the reporting person to receive, within 30 days after the end of the relevant One Year Performance Period, a distribution of common shares of the issuer equal to 0% to 200% of the target number of Performance Stock Units.
- F2The reported transactions involved an amendment to the outstanding Performance Stock Units, resulting in the deemed cancellation of the "old" Performance Stock Units that were granted effective January 4, 2016, and the grant of replacement Performance Stock Units.
- F3The replacement Performance Stock Units ("PSUs") are subject to a three-year performance period of 1/1/2016 through 12/31/2018, subject to earlier expiration upon a change in control of the issuer ("Performance Period"). Subject generally to the reporting person's continued service with the issuer, each replacement PSU represents a contingent right for such person to receive, within 30 days after the end of the Performance Period, a distribution of common shares of the issuer equal to 0% to 200% of the reported target number of PSUs. The actual number of shares distributed will be based on the issuer's TSR performance during the Performance Period. Vesting for 50% of the target PSUs is based upon the issuer's absolute TSR for the Performance Period as compared to a matrix of fixed numeric values and the vesting for the other 50% of the target PSUs is based upon a relative comparison of the issuer's TSR to the Vanguard Russell 2000 exchange traded fund TSR for such period.