SEC Form 4 · accession 0001181431-15-007268
FLEX LTD. · FLEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael M McNamara
Officer — Chief Executive Officer · Director
Period of report
May 18, 2015
Accepted (ET)
May 20, 2015 · 9:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000866374
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | May 18, 2015 | M | 281,212 | $10.59 | A | 2,219,623 | D | |
| Ordinary SharesF1 | May 18, 2015 | S | 281,212 | $12.5511 | D | 1,938,411 | D | |
| Ordinary SharesF2 | May 18, 2015 | A | 621,000 | $0.00 | A | 2,559,411 | D | |
| Ordinary SharesF4 | May 19, 2015 | S | 112,500 | $12.5578 | D | 2,446,911 | D | |
| Ordinary Shares | May 20, 2015 | M | 52,122 | $10.59 | A | 2,499,033 | D | |
| Ordinary SharesF5,F6,F7,F8 | May 20, 2015 | S | 52,122 | $12.5682 | D | 2,446,911 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F9 | $10.59 | May 18, 2015 | M | 281,212 | D | — | Jun 2, 2015 | Ordinary Shares | 281,212 | 52,122 | D |
| Stock Option (Right to Buy)F9 | $10.59 | May 20, 2015 | M | 52,122 | D | — | Jun 2, 2015 | Ordinary Shares | 52,122 | 0 | D |
Explanation of responses
- F1Price reflects weighted average sales price; actual sales prices ranged from $12.43 to $12.60. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
- F2On 05/17/2012, the Reporting Person was awarded a number of performance-based restricted stock units (RSUs), within a preset range, with the actual number contingent upon the achievement of a certain performance criterion. If the performance criterion is achieved, the RSUs granted vest on the third anniversary of the date of grant, subject to applicable taxes upon delivery.
- F3Includes disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company incident to vesting of restricted stock share award.
- F4Price reflects weighted average sales price; actual sales prices ranged from $12.525 to $12.58. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
- F5Price reflects weighted average sales price; actual sales prices ranged from $12.465 to $12.63. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
- F6Includes the following: (1) 160,000 unvested Restricted Share Units, which will vest on June 3, 2015; (2) 112,500 unvested Restricted Share Units, which will vest on May 17, 2016; (3) 337,500 unvested Restricted Share Units, which will vest in three equal annual installments beginning on May 21, 2015; and (4) 365,297 unvested Restricted Stock Units, which will vest in four equal annual installments beginning on June 26, 2015.
- F7Each unvested Restricted Stock Unit represents a contingent right to receive one unrestricted, fully transferable share for each vested Restricted Stock Unit which has not previously forfeited.
- F8The shares are held by the McNamara Family Trust.
- F9The award was fully vested on June 2, 2012.
Remarks
The options exercised as reported in this Form 4 were scheduled to expire on June 2, 2015, and were effected pursuant to a Rule 10b5-1 trading plan. The sales as reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.