SEC Form 4 · accession 0001209191-17-015742
Dorman Products, Inc. · DORM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Kealey
Officer — SVP, Product
Period of report
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 3:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000868780
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 27, 2017 | S | 20,000 | $77.94 | D | 11,338 | D | |
| Common Stock | Feb 27, 2017 | A | 859 | $0.00 | A | 12,197 | D | |
| Common StockF2 | Feb 27, 2017 | F | 265 | $78.64 | D | 11,932 | D | |
| Common StockF3 | holding | — | — | — | 367 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $78.64 | Feb 27, 2017 | A | 4,148 | A | — | Feb 27, 2022 | Common Stock | 4,148 | 4,148 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.83 to $78.29. The reporting person undertakes to provide to Dorman Products, Inc., any security holder of Dorman Products, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set for in this footnote.
- F2These shares were withheld by the issuer to satisfy Mr. Kealey's tax withholding obligations. Such withholding is treated as a disposition of securities under Section 16 of the Securities Exchange Act of 1934, as amended.
- F3The shares are represented by units held in a unitized stock fund through the issuer's 401(k) Retirement Plan and Trust. The unitized stock fund of the issuer's 401(k) Retirement Plan and Trust consists of cash and common stock in amounts that vary from time to time. As of December 31, 2016, the reporting person had 239 units in the issuer's 401(k) Retirement Plan and Trust, which units consisted of 367 shares of common stock.
- F4The option vests in four equal annual installments beginning on February 27, 2018, which is the first anniversary of the date of grant.
Remarks
The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.