SEC Form 4/A · accession 0000852772-18-000020
DENNYS CORP · DENN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 14, 2018 | A | 15,907 | $0.00 | A | 90,502 | D | |
| Common Stock | Feb 14, 2018 | F | 5,339 | $15.09 | D | 85,163 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF2 | — | Feb 14, 2018 | A | 15,907 | A | — | — | Common Stock | 15,907 | 15,907 | D |
Explanation of responses
- F1Reflects the payout of performance shares earned under the Denny's 2015 Long-Term Incentive Program.
- F2Performance Share Units, which were granted under the Denny's Corporation 2012 Omnibus Incentive Plan, having vested on 12/27/17, were deferred pursuant to the Denny's, Inc. Deferred Compensation Plan as of the transaction date and are payable on a "1-for-1" basis in common stock of the Issuer upon the reporting person's termination of service as an employee of Denny's, Inc. pursuant to his/her deferral election.
Remarks
This amendment to Form 4 is being filed to correct number of shares reported as the portion of the payout of performance shares earned by the reporting person under the Denny's 2015 Long-Term Incentive Program the receipt of which was not deferred by the reporting person. The original Form 4 showed 10,568 shares as paid out but not deferred, which inadvertently reflected the reduction of the non-deferred number of earned shares (15,907) by the number of shares withheld for the payment (5,339); such withheld shares were already reported on the second line of Table I. As now reported, the first line of Table I shows the total number of shares earned but not deferred. Table II reflects the number of performance shares paid out as earned by the reporting person, the receipt of which was deferred.