SEC Form 4 · accession 0001123292-17-001148
VIVUS INC · VVUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allan Shaw
Director
Period of report
May 8, 2017
Accepted (ET)
Jun 19, 2017 · 6:54 pm EDT
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 | May 8, 2017 | M | 12,500 | — | A | 36,986 | D | |
| Common Stock | Jun 15, 2017 | D | 4,327 | $1.17 | D | 32,659 | D | |
| Common StockF1 | Jun 15, 2017 | M | 1,389 | — | A | 34,048 | D | |
| Common Stock | Jun 15, 2017 | D | 480 | $1.17 | D | 33,568 | 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 UnitsF1,F3 | — | May 8, 2017 | M | 12,500 | D | — | — | Common Stock | 12,500 | 25,000 | D |
| Restricted Stock UnitsF1,F4 | — | Jun 15, 2017 | M | 1,389 | D | — | — | Common Stock | 1,389 | 22,223 | D |
Explanation of responses
- F1Restricted stock units converted into VIVUS, Inc. common stock on a 1-for-1 basis upon vesting.
- 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 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.
- F4The 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 VIVUS, Inc. 2010 Equity Incentive Plan) on the relevant vesting dates.