SEC Form 4 · accession 0001014108-18-000086
LAYNE CHRISTENSEN CO · LAYN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin P Maher
Officer — Sr VP - Water & Mineral Svcs
Period of report
Apr 10, 2015
Accepted (ET)
Apr 13, 2018 · 6:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000888504
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 1, 2017 | M | 1,815 | — | A | 1,815 | D | |
| Common Stock | May 1, 2017 | F | 480 | $7.97 | D | 1,335 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1,F2 | — | Apr 10, 2015 | A | 44,413 | A | — | — | Common Stock | 44,413 | 44,413 | D |
| Performance SharesF1,F3 | — | Apr 1, 2016 | A | 27,287 | A | — | — | Common Stock | 27,287 | 27,287 | D |
| Performance SharesF1,F4 | — | Apr 3, 2017 | A | 21,134 | A | — | — | Common Stock | 21,134 | 21,134 | D |
| Restricted Stock UnitsF1,F5 | — | May 1, 2017 | M | 1,815 | D | — | — | Common Stock | 1,815 | 0 | D |
Explanation of responses
- F1Each restricted stock unit and performance share represents a contingent right to receive one share of Layne common stock.
- F2The performance shares will vest in one-third increments upon the achievement of a price of $7.88, $9.19 and $10.50 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 10, 2015, and ending on April 10, 2018. Mr. Maher must also remain employed by Layne during the three-year period.
- F3The performance shares will vest in one-third increments upon the achievement of a price of $10.56, $12.32, and $14.08 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 1, 2016, and ending on April 1, 2019. Mr. Maher must also remain employed by Layne during the three-year period.
- F4The performance shares will vest in one-third increments upon the achievement of a price of $11.19, $12.81 and $14.59 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 3, 2017, and ending on April 3, 2020. Mr. Maher must also remain employed by Layne during the three-year period.
- F5The restricted stock units vest on the earlier of (i) the reporting person's retirement after the age of 60 and five years or more of employment with the company, or (ii) May 1, 2017, provided the reporting person remains employed by the company until such date.