SEC Form 4 · accession 0001179110-19-001986
CHEESECAKE FACTORY INC · CAKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Overton
Officer — Chairman and C.E.O. · Director
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 4:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000887596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 13, 2019 | A | 23,700 | $0.00 | A | 44,300 | D | |
| Common StockF3 | holding | — | — | — | 2,864,760 | I | By Trust | |
| Common StockF4 | holding | — | — | — | 183,950 | I | By Trust | |
| Common StockF5 | holding | — | — | — | 60,211 | I | By Trust |
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)F6 | $46.03 | Feb 13, 2019 | A | 104,000 | A | — | Feb 13, 2027 | Common Stock | 104,000 | 104,000 | D |
| Restricted Stock UnitsF7,F8,F9 | $0.00 | Feb 13, 2019 | A | 18,750 | A | — | — | Common Stock | 18,750 | 18,750 | D |
Explanation of responses
- F1Restricted stock award which vests as to 60% of shares on 2/13/2022, and 20% of shares on each of 2/13/2023 and 2/13/2024.
- F2Shares of restricted stock subject to forfeiture.
- F3Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.
- F4Shares held by the David M. Overton 2011 Gift Trust UTA dated 11/23/2011 for the benefit of the reporting person's son. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities.
- F5Shares held by Mr. Overton's spouse as trustee for the Sheila A. Overton Living Trust. The reporting person disclaims beneficial ownership of these securities.
- F6Vests as to 20% of the options on each of 2/13/2020, 2021, 2022, 2023 and 2024.
- F7Each restricted stock unit represents a contingent right to receive one share of CAKE common stock.
- F8On February 13, 2019, the Compensation Committee certificated to the attainment of the EPS goals and determined that 75% of the RSUs were eligible to vest based on continued service-vesting conditions, subject to continued service.
- F9Restricted Stock Unit award expires upon reporting person's termination of services.