SEC Form 4 · accession 0001225208-18-009865
AMERICAN EAGLE OUTFITTERS INC · AEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles F Kessler
Officer — Global Brand President-AE
Period of report
May 23, 2018
Accepted (ET)
May 25, 2018 · 2:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000919012
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, without par value | May 23, 2018 | M | 140,427 | $15.72 | A | 260,508 | D | |
| Common Stock, without par value | May 23, 2018 | M | 11,191 | $0.00 | A | 271,699 | D | |
| Common Stock, without par value | May 23, 2018 | F | 5,956 | $22.43 | D | 265,741 | D | |
| Common Stock, without par valueF2 | May 23, 2018 | S | 140,427 | $22.36 | D | 125,314 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF3 | — | May 23, 2018 | M | 695 | D | — | — | Common Stock, without par value | 695 | 2,885 | D |
| Restricted Stock UnitF4,F5 | — | May 23, 2018 | M | 10,496 | D | — | May 23, 2019 | Common Stock, without par value | 10,496 | 10,497 | D |
| Stock Option - Right to BuyF6 | $15.72 | May 23, 2018 | M | 140,427 | D | — | May 23, 2023 | Common Stock, without par value | 140,427 | 140,427 | D |
Explanation of responses
- F1Sales were made pursuant to a Rule 10b5-1 trading plan adopted by Mr. Kessler on March 9, 2018.
- F2Price represents a weighted average of the sale price. Shares were sold at prices ranging from $22.00 to $22.59. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.
- F3The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of American Eagle Outfitters common stock.
- F4Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock.
- F5The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.
- F6Option vests 1/3 per year beginning on the first anniversary of the date of grant.