SEC Form 4 · accession 0001123292-17-000175
VIVUS INC · VVUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mayu Sris
Other
Period of report
Jan 13, 2017
Accepted (ET)
Jan 18, 2017 · 4:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000881524
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 15, 2017 | M | 1,389 | — | A | 17,015 | D | |
| Common Stock | Jan 15, 2017 | D | 347 | $1.20 | D | 16,668 | D | |
| Common StockF1 | Jan 16, 2017 | M | 8,333 | — | A | 25,001 | D | |
| Common Stock | Jan 16, 2017 | D | 2,083 | $1.20 | D | 22,918 | 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 UnitsF4,F5 | — | Jan 13, 2017 | A | 50,000 | A | — | — | Common Stock | 50,000 | 50,000 | D |
| Restricted Stock UnitsF1,F6 | — | Jan 15, 2017 | M | 1,389 | D | — | — | Common Stock | 1,389 | 27,779 | D |
| Restricted Stock UnitsF1,F3,F5 | — | Jan 16, 2017 | M | 8,333 | D | — | — | Common Stock | 8,333 | 41,667 | D |
| Restricted Stock UnitsF7,F5 | — | Jan 16, 2017 | D | 41,667 | D | — | — | Common Stock | 41,667 | 0 | D |
| Restricted Stock UnitsF8,F6 | — | Jan 16, 2017 | D | 27,779 | D | — | — | Common Stock | 27,779 | 0 | D |
Explanation of responses
- F1Restricted stock units converted into VIVUS, Inc. common stock on a 1-for-1 basis.
- F2The reporting person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than by way of forfeiture to VIVUS, Inc. in order to cover estimated tax liability.
- F3The reporting person's resignation as a member of the board of directors of VIVUS, Inc. on January 16, 2017 triggered the vesting acceleration of 8,333 restricted stock units originally granted on January 13, 2017.
- F4Each restricted stock unit represents a contingent right to receive one share of VIVUS, Inc. common stock.
- F5The restricted stock units (RSUs) vest according to the following schedule: Commencing on November 8, 2016, 1/4th of the total RSUs originally granted shall vest on each of February 8, 2017, May 8, 2017, August 8, 2017 and November 8, 2017; provided, however, that (a) if the next annual stockholder meeting occurs prior to November 8, 2017 and the individual has remained a Service Provider (as defined in the VIVUS, Inc. 2010 Equity Incentive Plan), the vesting of the RSUs shall accelerate in full as of the date of the next annual stockholder meeting and (b) if the individual ceases to be a Service Provider (other than removal for cause) prior to any of the foregoing vesting dates, then 1/12th of the shares underlying the RSUs shall accelerate for each month elapsed from the most recent vesting date until the month in which the individual (i) ceases to be a Service Provider and (ii) has remained a Service Provider through at least the 8th day of such month.
- F6The restricted stock units vest according to the following schedule: 8/36ths of the total restricted stock units originally granted vested on May 15, 2016, and an additional 1/36th of the total restricted stock units originally granted vest on the 15th of each month thereafter, subject to the individual continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) on the relevant vesting dates.
- F7The reporting person's resignation as a member of the board of directors of VIVUS, Inc. on January 16, 2017 triggered the cancellation of 41,667 restricted stock units originally granted on January 13, 2017.
- F8The reporting person's resignation as a member of the board of directors of VIVUS, Inc. on January 16, 2017 triggered the cancellation of 27,779 restricted stock units originally granted on April 29, 2016.