SEC Form 4 · accession 0001209191-15-010574
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
Feb 4, 2015
Accepted (ET)
Feb 6, 2015 · 9:30 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 Stock | Jan 30, 2015 | A | 572 | $32.852 | A | 320,777 | D | |
| Common StockF2 | Feb 4, 2015 | M | 8,322 | — | A | 329,099 | D | |
| Common StockF2 | Feb 4, 2015 | M | 8,322 | — | A | 337,421 | D | |
| Common StockF3 | Feb 4, 2015 | F | 6,341 | $38.64 | D | 331,080 | D | |
| Common Stock | Feb 4, 2015 | A | 6,940 | $0.00 | A | 338,020 | 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 Unit (RSU)F5,F6 | — | Feb 4, 2015 | M | 8,322 | D | — | Feb 4, 2015 | Common Stock | 8,322 | 0 | D |
| RSUF5,F7 | — | Feb 4, 2015 | M | 8,322 | D | — | Feb 4, 2015 | Common Stock | 8,322 | 0 | D |
| RSUF5,F8,F9 | — | Feb 4, 2015 | A | 16,842 | A | — | — | Common Stock | 16,842 | 16,842 | D |
| RSUF5,F10,F9 | — | Feb 4, 2015 | A | 16,842 | A | — | — | Common Stock | 16,842 | 16,842 | D |
Explanation of responses
- F1The reporting person is voluntarily reporting the acquisition of shares of common stock of Electronics For Imaging, Inc. (the "Company") pursuant to the Company's Amended and Restated 2000 Employee Stock Purchase Plan. This transaction is also exempt under Rule 16b-3(c).
- F10This is a performance-based award granted on February 4, 2015. This RSU award will vest , if and to the extent that the Company achieves specified non-GAAP operating income goals for the year ending December 31, 2015, on the later of February 4, 2016 or the date on which the Committee calculates, reviews and approves the Company's performance for the year ending December 31, 2015. Vesting of the award is subject to the reporting person's continued employment with the Company through the vesting date.
- F2Upon vesting, each restricted stock unit was converted into one share of the Company's common stock.
- F3Represents shares of common stock withheld by the issuer for tax purposes upon vesting of RSUs. This transaction is exempt under Rule 16b-3(e).
- F4Represents payment of a performance-based award granted on January 24, 2014 that vested based on the Company's achievement of specified revenue and non-GAAP operating income goals for the year ending December 31, 2015 that exceeded the Company's operating plan. The terms of the award provided for payment in cash. However, the reporting person requested, and the Compensation Committee of the Company's Board of Directors (the "Committee") approved, that the award would instead be paid in the form of RSUs of equivalent value, with each such RSU to vest on February 11, 2015 and be payable in a share of issuer common stock, subject to the reporting person's continued employment.
- F5Each RSU represents a contingent right to receive one share of the Company's common stock.
- F6This is a performance-based award granted on January 24, 2014. This RSU award vested on the date on which the Committee calculated, reviewed and approved the Company's performance for the year ended December 31, 2014, based on the Company's achievement of the target revenue for such year. Vesting of the award was subject to the reporting person's continued employment with the Company through the vesting date.
- F7This is a performance-based award granted on January 24, 2014. This RSU award vested on the date on which the Committee calculated, reviewed and approved the Company's performance for the year ended December 31, 2014, based on the Company's achievement of non-GAAP operating income targets for such year. 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 4, 2015. This RSU award will vest, if and to the extent that the Company achieves specified revenue goals for the year ending December 31, 2015, on the later of February 4, 2016 or the date on which the Committee calculates, reviews and approves the Company's performance for the year ending December 31, 2015. Vesting of the award is subject to the reporting person's continued employment with the Company through the vesting date.
- F9This award will expire on the later of February 4, 2016 or the date on which the Committee calculates, reviews and approves the Company's performance for the year ending December 31, 2015.