SEC Form 4 · accession 0001209191-17-007694
RAMBUS INC · RMBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald D Black
Officer — President & CEO · Director
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000917273
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 1, 2017 | F | 9,103 | $12.80 | D | 350,138 | D | |
| Common StockF1 | Feb 1, 2017 | A | 63,128 | $0.00 | A | 413,266 | D | |
| Common StockF2 | Feb 1, 2017 | A | 233,400 | $0.00 | A | 646,666 | D | |
| Common Stock | Feb 2, 2017 | F | 4,802 | $12.67 | D | 641,864 | D |
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)F3 | $12.80 | Feb 1, 2017 | A | 197,753 | A | Aug 1, 2017 | Feb 1, 2027 | Common Stock | 197,753 | 197,753 | D |
Explanation of responses
- F1Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of RMBS common stock. The restricted stock units vest in four equal annual installments beginning on February 1, 2018 or the first business trading day thereafter.
- F2Shares are represented by performance restricted stock units. Each performance restricted stock unit represents a contingent right to receive one share of RMBS common stock. The performance restricted stock units vest in full on February 1, 2019 based upon assessed achievement of the Company's targeted pro forma operating margin for Fiscal Year 2016 and continued service to the Company through the vest date.
- F3One tenth of the shares subject to the option vest on August 1, 2017 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2021.
Remarks
Transactions reported in Table 1, Code F reflect securities withheld to cover the tax liability for restricted stock units that vested on the respective transaction dates reported.