SEC Form 4 · accession 0001209191-15-016096
INTEGRA LIFESCIENCES HOLDINGS CORP · IART
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter J Arduini
Officer — President & CEO · Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000917520
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 17, 2015 | A | 2,890 | $0.00 | A | 10,768 | D | |
| Common StockF2 | Feb 17, 2015 | A | 12,444 | $0.00 | A | 23,212 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance StockF3 | — | Feb 17, 2015 | A | 6,306 | A | — | — | Common Stock | 6,306 | 6,306 | D |
Explanation of responses
- F1On February 17, 2015, the Compensation Committee certified that the Company achieved its performance goal for fiscal year 2014, at least a 3% increase in annual revenue over the prior fiscal year, under the March 25, 2013 Performance Stock Award. Accordingly, 33% of the shares will vest on March 25, 2015, the second anniversary of the grant date.
- F2On February 17, 2015, the Compensation Committee certified that the Company achieved its performance goal for fiscal year 2014, at least a 3% increase in annual revenue over the prior fiscal year, under the March 24, 2014 Performance Stock Award. Accordingly, 33% of the shares will vest on March 24, 2015, the first anniversary of the grant date.
- F3This is a performance stock award granted March 25, 2013 which will vest, if certain performance goals are met, 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date and such performance stock award will be distributed to Mr. Arduini within 30 days following the first business day that occurs immediately following the six month period after the date of his separation of service as deferred compensation. On February 17, 2015, the Compensation Committee certified that the Company achieved its performance goal for fiscal year 2014, at least a 3% increase in annual revenue over the prior fiscal year, under the March 25, 2013 Performance Stock Award. Accordingly, 33% of the shares will vest on March 25, 2015, and be deferred as stated above. This performance stock award is subject to accelerated vesting upon termination of employment by reason of death, disability, without cause, or termination by Mr. Arduini for good reason.