SEC Form 4 · accession 0000899243-17-005631
ELECTRONICS FOR IMAGING INC · EFII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc D Olin
Officer — Chief Financial Officer
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 7:01 pm EST
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 StockF1 | Feb 26, 2017 | M | 6,010 | — | A | 89,131 | D | |
| Common Stock | Feb 27, 2017 | F | 2,014 | $47.20 | D | 87,117 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F4 | — | Feb 24, 2017 | A | 12,592 | A | — | — | Common Stock | 12,592 | 12,592 | D |
| Restricted Stock UnitF3,F5,F6 | — | Feb 26, 2017 | M | 2,288 | D | — | — | Common Stock | 2,288 | 0 | D |
| Restricted Stock UnitF3,F7,F6 | — | Feb 26, 2017 | M | 2,642 | D | — | — | Common Stock | 2,642 | 0 | D |
| Restricted Stock UnitF3,F8,F6 | — | Feb 26, 2017 | M | 1,080 | D | — | — | Common Stock | 1,080 | 0 | D |
Explanation of responses
- F1Upon vesting, each restricted stock unit was converted into one share of the common stock of Electronics For Imaging, Inc. (the "Company").
- F2Represents shares of the Company's common stock withheld for tax purposes upon the vesting of the RSUs. This transaction is exempt under Rule 16b-3(e).
- F3Each RSU represents a contingent right to receive one share of the Company's common stock.
- F4This is a performance-based award granted on February 24, 2017 with a target number of RSUs of 6,296 and a maximum number of RSUs as set forth in the table above. This award will vest, if and to the extent that the Company achieves specified revenue, non-GAAP operating income, and cash from operations goals for the year ending December 31, 2017, on the later of February 24, 2018 or the vesting date as determined by the Compensation Committee (the "Committee") of the Board of Directors of the Company after it calculates, reviews and approves the Company's performance for the year ending December 31, 2017. Vesting of the award is subject to the reporting person's continued employment with the Company through the vesting date.
- F5This is a performance-based award granted on February 26, 2016 with a target number of 2,862 RSUs and a maximum number of 5,724 RSUs. On February 9, 2017, the Committee calculated, reviewed and approved the Company's performance for the year ended December 31, 2016, and determined that based on the Company's revenue for such year, approximately 80% of the target number of these RSUs would vest on February 26, 2017. The remainder of the award did not vest and was cancelled as of that date. Vesting of the award was subject to the reporting person's continued employment with the Company through the vesting date.
- F6This award was scheduled to expire on the later of February 26, 2017 or the vesting date as determined by the Committee after it calculates, reviews and approves the Company's performance for the year ending December 31, 2016.
- F7This is a performance-based award granted on February 26, 2016 with a target number of 2,862 RSUs and a maximum number of 5,724 RSUs. On February 9, 2017, the Committee calculated, reviewed and approved the Company's performance for the year ended December 31, 2016, and determined that based on the Company's non-GAAP operating income for such year, approximately 92% of the target number of these RSUs would vest on February 26, 2017. The remainder of the award did not vest and was cancelled as of that date. Vesting of the award was subject to the reporting person's continued employment with the Company through the vesting date.
- F8This is a performance-based award granted on February 26, 2016 with a target number of 3,242 RSUs. On February 9, 2017, the Committee calculated, reviewed and approved the Company's performance for the year ended December 31, 2016, and determined that based on the Company's cash from operations targets for such year, 100% of these RSUs would vest on February 26, 2017. Vesting of the award was subject to the reporting person's continued employment with the Company through the vesting date.