SEC Form 4 · accession 0001225208-18-010214
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
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 6:09 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 | Jun 1, 2018 | M | 18,527 | $0.00 | A | 138,606 | D | |
| Common Stock, without par value | Jun 1, 2018 | F | 9,861 | $22.56 | D | 128,745 | D | |
| Common Stock, without par valueF2 | Jun 4, 2018 | S | 8,666 | $22.75 | D | 120,079 | 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 | — | Jun 1, 2018 | M | 598 | D | — | — | Common Stock, without par value | 598 | 2,287 | D |
| Restricted Stock UnitF4,F5 | — | Jun 1, 2018 | M | 17,929 | D | — | Jun 1, 2020 | Common Stock, without par value | 17,929 | 35,858 | 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 $22.695 to $22.84. 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.