SEC Form 4 · accession 0001140361-15-024645
CYBERONICS INC · LIVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Jeffrey Moore
Officer — President & CEO · Director
Period of report
Jun 15, 2015
Accepted (ET)
Jun 17, 2015 · 6:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000864683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 15, 2015 | S | 2,500 | $61.3424 | D | 113,824 | D | |
| Common StockF3 | Jun 15, 2015 | F | 5,781 | $61.76 | D | 108,043 | D | |
| Common StockF4 | Jun 15, 2015 | F | 2,436 | $61.76 | D | 105,607 | D | |
| Common StockF5 | Jun 15, 2015 | F | 697 | $61.76 | D | 104,910 | D | |
| Common StockF6 | Jun 15, 2015 | F | 1,046 | $61.76 | D | 103,864 | D | |
| Common StockF7 | Jun 15, 2015 | F | 559 | $61.76 | D | 103,305 | D | |
| Common StockF8 | Jun 15, 2015 | D | 3,326 | $0.00 | D | 99,979 | D | |
| Common StockF9 | Jun 15, 2015 | D | 1,663 | $0.00 | D | 98,316 | D | |
| Common Stock | holding | — | — | — | 2,586 | I | DJM Family Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF10 | $61.76 | Jun 15, 2015 | M | 4,587 | D | Jun 15, 2015 | Jun 15, 2015 | Common Stock | 4,587 | 190,173 | D |
| Phantom Stock UnitsF11 | $61.76 | Jun 15, 2015 | M | 6,881 | D | Jun 15, 2015 | Jun 15, 2015 | Common Stock | 6,881 | 183,292 | D |
| Phantom Stock UnitsF12 | $0.00 | Jun 15, 2015 | D | 13,763 | D | Jun 15, 2015 | Jun 15, 2015 | Common Stock | 13,763 | 169,529 | D |
Explanation of responses
- F1Shares sold pursuant to a Rule 10b5-1 Plan.
- F10Reporting Person was granted an award of Phantom Stock Units that vest, as earned, subject to the satisfaction of certain specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Subject to the Phantom Stock Agreement, the Phantom Stock Units may be settled in cash or shares of Cyberonics, Inc. common stock as determined by the Plan Administrator. Reporting Person settled the phantom stock units in cash.
- F11Reporting Person was granted an award of Phantom Stock Units that vest, as earned, subject to the satisfaction of certain specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Subject to the Phantom Stock Agreement, the Phantom Stock Units may be settled in cash or shares of Cyberonics, Inc. common stock as determined by the Plan Administrator. Reporting Person settled the phantom stock units in cash.
- F12Reporting Person did not meet specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Therefore, subject Phantom Stock Units are being forfeited.
- F2Represents weighted average selling price. Securities were sold through approximately 33 separate sales on the transaction date at prices ranging from $60.35 to $61.79. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer, the full information regarding the number of shares and prices at which the transaction was effected.
- F3The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 13,781 shares of restricted stock.
- F4The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 5,808 shares of restricted stock.
- F5The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 1,663 shares of performance based restricted stock.
- F6The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 2,495 shares of performance based restricted stock.
- F7The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 1,333 shares of performance based restricted stock.
- F8Reporting Person did not meet specific performance goals in accordance with the terms of the Performance-Based Restricted Stock Agreement dated June 15, 2011. Therefore, subject restricted shares are forfeited prior to vesting in accordance with the terms of the Performance-Based Restricted Stock Agreement.
- F9Reporting Person did not meet specific performance goals in accordance with the terms of the Performance-Based Restricted Stock Agreement dated June 15, 2011. Therefore, subject restricted shares are forfeited prior to vesting in accordance with the terms of the Performance-Based Restricted Stock Agreement.