SEC Form 4 · accession 0000908834-17-000064

· FINL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Albert J. Sutera

Officer — EVP, CITO

Period of report

Mar 28, 2016

Accepted (ET)

Mar 29, 2017 · 11:11 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000886137

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Mar 28, 2016	A	4,151	$0.00	A	4,151	D
Class A Common Stock^F2	Mar 27, 2017	A	16,234	$0.00	A	20,385	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F3	$20.47	Mar 28, 2016	A	42,415	A	—	Mar 28, 2026	Class A Common Stock	42,415	42,415	D
Performance-Based Restricted Stock^F4	—	Mar 28, 2016	A	6,227	A	—	Mar 28, 2019	Class A Common Stock	6,227	6,227	D
Dividend Equivalent Rights^F6,F5	—	Jun 13, 2016	A	128	A	—	—	Class A Common Stock	128	128	D
Performance-Based Restricted Stock^F7	—	Mar 27, 2017	A	16,234	A	—	Mar 27, 2020	Class A Common Stock	16,234	16,234	D

Explanation of responses

F1All the reported shares of restricted stock cliff vest in full on 3/28/2019.
F2All the reported shares of restricted stock cliff vest in full on 3/27/2020.
F3The options vest on the following schedule: 4,241 (10%) on 3/28/2017; 8,483 (20%) on 3/28/2018; 12,725 (30%) on 3/28/2019; and 16,966 (40%) on 3/28/2020.
F4Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share, measured over a performance period including fiscal years 2017, 2018 and 2019. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.
F5The reported dividend equivalent rights accrued on the reporting person's performance-based restricted stock and will become vested proportionately with the performance-based restricted stock to which they relate. Each dividend equivalent right is the economic equivalent of one share of Class A Common Stock.
F6The reported dividend equivalent rights reflect the aggregate accruals for quarterly dividends paid by The Finish Line, Inc. from the initial grant date for the performance-based restricted stock to which the dividend equivalent rights relate up to the date of this ownership report.
F7Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share and to consolidated enterprise sales growth, measured over a performance period including fiscal years 2018, 2019 and 2020. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.