SEC Form 4 · accession 0000899243-16-028087
ELECTRONICS FOR IMAGING INC · EFII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Guy Gecht
Officer — Chief Executive Officer · Director
Period of report
Aug 23, 2016
Accepted (ET)
Aug 25, 2016 · 8:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000867374
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Aug 23, 2016 | M | 20,785 | $10.77 | A | 448,213 | D | |
| Common StockF3,F4 | Aug 23, 2016 | M | 3,885 | $10.77 | A | 452,098 | D | |
| Common StockF5 | Aug 23, 2016 | S | 24,670 | $45.46 | D | 427,428 | D | |
| Common StockF2 | Aug 24, 2016 | M | 11,353 | $10.77 | A | 438,781 | D | |
| Common StockF6 | Aug 24, 2016 | S | 11,353 | $45.26 | D | 427,428 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option Right to BuyF2 | $10.77 | Aug 23, 2016 | M | 20,875 | D | — | Aug 28, 2016 | Common Stock | 20,785 | 11,353 | D |
| Option Right to BuyF3,F4 | $10.77 | Aug 23, 2016 | M | 3,885 | D | — | Aug 28, 2016 | Common Stock | 3,885 | 0 | D |
| Option Right to BuyF2 | $10.77 | Aug 24, 2016 | M | 11,353 | D | — | Aug 28, 2016 | Common Stock | 11,353 | 0 | D |
Explanation of responses
- F1These stock options were scheduled to expire on August 28, 2016. The exercise of these stock options and the sale of the shares were effected pursuant to a Rule 10b5-1 plan entered into by the reporting person on November 27, 2015.
- F2This stock option award was granted on August 28, 2009, and vested and became exercisable with respect to 25% of the award on the first anniversary of the date of grant and thereafter with respect to an additional 2.5% of the award each month, with full vesting in 42 months.
- F3This is a performance-based award granted on August 28, 2009. The vesting of these options was subject to the issuer's annual return on equity percentage, on a non-GAAP basis, (the "Annual ROE Percentage"), as compared with the issuer's annual return on equity percentage for its 2008 fiscal year (the "2008 ROE Percentage") according to the following schedule: 20% of these options would vest when the Annual ROE Percentage was equal to or greater than two percentage points more than the 2008 ROE Percentage; 20% of these options would vest when the Annual ROE Percentage is equal to or greater than four percentage points more than the 2008 ROE Percentage; 20% of these options would vest when the Annual ROE Percentage is equal to or greater than six percentage points more than the 2008 ROE Percentage;
- F4(Continued from Footnote 3) 20% of these options would vest when the Annual ROE Percentage is equal to or greater than eight percentage points more than the 2008 ROE Percentage; and 20% of these options will vest when the Annual ROE Percentage is equal to or greater than ten percentage points more than the 2008 ROE Percentage. 3,885 of these stock options vested and became exercisable on February 10, 2016.
- F5This transaction was executed in multiple trades ranging from $45.08 to $45.67. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F6This transaction was executed in multiple trades ranging from $45.00 to $45.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.