SEC Form 4 · accession 0001209191-17-037286
Pediatrix Medical Group, Inc. · MD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph M Calabro
Officer — President and COO
Period of report
Jun 1, 2017
Accepted (ET)
Jun 2, 2017 · 4:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000893949
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 1, 2017 | A | 67,398 | $0.00 | A | 296,379 | D | |
| Common StockF3,F4 | Jun 1, 2017 | S | 23,327 | $54.9978 | D | 262,784 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Restricted shares granted pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan, as amended, in connection with annual equity award. The number of shares being reported represents the "target" number of restricted shares and does not include the right of the reporting person to receive up to 16,849 additional shares based on the achievement of certain performance-based criteria for the period from April 1, 2017 through March 31, 2018. The actual number of shares earned could be less than or greater than the target number, depending on the level of performance achieved, and all of the restricted shares granted are subject to forfeiture if minimum levels of performance are not met. Any restricted shares earned will not vest any earlier than in three equal installments on June 1, 2018, June 1, 2019 and June 1, 2020.
- F2Sales made pursuant to Reporting Person's 10b5-1 trading plan.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in sixty-four (64) separate transactions with prices ranging from $54.13 to $55.40 for an average weighted sales price of $54.9978. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4Reflects a reduction of 10,268 in previously reported target restricted shares that were granted pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan, as amended, in connection with achievement of specified performance-based criteria below target for the performance period from April 1, 2016 through March 31, 2017. The decrease in restricted shares impacts the installments vesting on June 1, 2017, June 1, 2018 and June 1, 2019. The vesting of such shares remains subject to continued employment.