SEC Form 4 · accession 0001209191-16-102439
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 23, 2016
Accepted (ET)
Feb 25, 2016 · 5:28 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,F2 | Feb 23, 2016 | A | 6,783 | $0.00 | A | 23,554 | D | |
| Common StockF3,F2 | Feb 23, 2016 | A | 14,384 | $0.00 | A | 37,938 | D | |
| Common StockF4,F2 | Feb 23, 2016 | A | 12,285 | $0.00 | A | 50,223 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance StockF6,F5 | — | Feb 23, 2016 | A | 14,800 | A | — | — | Common Stock | 14,800 | 21,789 | D |
Explanation of responses
- F1On February 23, 2016, the Compensation Committee certified that the Company achieved (i) its performance goal for fiscal year 2015, at least a 3% increase in annual revenue over the prior fiscal year, under the March 25, 2013 Performance Stock Award and (ii) the catch-up performance goal during the performance period from 2013 through 2015 for the March 25, 2013 Performance Stock Award, a compound annual growth rate in the Company's annual revenue equal to or greater than 3% from the Company's 2012 fiscal year. Accordingly, 67% of the shares will vest on March 25, 2016, the third anniversary of the grant date.
- F2Includes 464 shares of common stock issued as restricted stock pursuant to the anti-dilution provisions of the award in connection with the spin-off of SeaSpine Holdings Corporation on July 1, 2015.
- F3On February 23, 2016, the Compensation Committee certified that the Company achieved its performance goal for fiscal year 2015, 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, 2016, the second anniversary of the grant date.
- F4On February 23, 2016, the Compensation Committee certified that the Company achieved its performance goal for fiscal year 2015, at least a 3% increase in annual revenue over the prior fiscal year, under the March 23, 2015 Performance Stock Award. Accordingly, 33% of the shares will vest on March 23, 2016, the first anniversary of the grant date.
- F5On February 23,2016,the Compensation Committee certified that the Company achieved (i)its performance goal for fiscal year 2015, at least a 3% increase in annual revenue over the prior fiscal year, under the March 25,2013 Performance StockAward and (ii)the catch-up performance goal during the performance period from 2013 through 2015 for the March 25,2013 Performance Stock Award, a compound annual growth rate in the Company's annual revenue equal to or greater than 3% from the Company's 2012 fiscal year.Accordingly, 67% of the shares will vest on March 25,2016,the third anniversary of the grant date and 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.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
- F6Includes 942 shares of common stock issued as deferred performance stock pursuant to the anti-dilution provisions of the award in connection with the spin-off of SeaSpine Holdings Corporation on July 1, 2015.