SEC Form 4 · accession 0000920371-17-000174
Simpson Manufacturing Co., Inc. · SSD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger Dankel
Officer — President, Simpson Strong-Tie
Period of report
Dec 12, 2017
Accepted (ET)
Dec 12, 2017 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000920371
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock (RSUs awarded February 3, 2014)F6 | Dec 12, 2017 | S | 194 | $59.0105 | D | 582 | D | |
| Common Stock (RSUs awarded February 6, 2013)F7 | Dec 12, 2017 | S | 388 | $59.0105 | D | 388 | D | |
| Common Stock (RSUs awarded January 30, 2012) | Dec 12, 2017 | S | 718 | $59.0105 | D | 64 | D | |
| Common Stock | holding | — | — | — | 60 | D | ||
| Common Stock (RSUs awarded February 4, 2017)F1 | holding | — | — | — | 4,423 | D | ||
| Common Stock (PRSUs awarded February 4, 2017)F2 | holding | — | — | — | 8,859 | D | ||
| Common Stock (RSUs awarded February 1, 2016)F3 | holding | — | — | — | 4,974 | D | ||
| Common Stock (PRSUs awarded February 1, 2016)F4 | holding | — | — | — | 6,126 | D | ||
| Common Stock (RSUs awarded February 2, 2015)F5 | holding | — | — | — | 2,164 | D | ||
| Common StockF8 | holding | — | — | — | 2,013 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Amount includes 4,423 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest one fourth on February 15, 2017, February 15, 2018, February 15, 2019, and February 15, 2020. The 4,423 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F2Amount includes 8,859 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest fully on February 15, 2020, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%) versus the Company's peer group median. The 8,859 shares assume that the number of shares that vest are based on targeted performance and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F3Amount includes 4,974 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 4,974 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F4Amount includes 6,126 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest fully on the third anniversary of the award date subject to the Company's relative performance versus the S&P Smallcap 600 Index. The 6,126 shares assume that the maximum number of shares will vest, based on performance at the highest level, and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F5Amount includes 2,164 shares of restricted stock units (RSUs) awarded on February 2, 2015. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 2,164 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F6Amount includes 776 shares of restricted stock units (RSUs) awarded on February 3, 2014. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 776 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F7Amount includes 776 shares of restricted stock units (RSUs) awarded on February 6, 2013. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 776 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F8The shares are owned by the Simpson Manuafacturing Co., Inc. Profit Sharing Plan for Salaried Employees (the "Plan") of which the reporting person is a participant. The Plan qualifies under sections 401(a)(26) and 410 of the Internal Revenue Code.