SEC Form 4 · accession 0000920371-19-000010
Simpson Manufacturing Co., Inc. · SSD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J Magstadt
Officer — Chief Financial Officer
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 6:52 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 |
|---|---|---|---|---|---|---|---|---|
| Performance stock units - 2019F1 | Feb 15, 2019 | A | 5,294 | $0.00 | A | 5,294 | D | |
| Performance stock units - 2018F2 | holding | — | — | — | 5,017 | D | ||
| Common Stock (RSUs awarded February 4, 2017)F3 | holding | — | — | — | 6,372 | D | ||
| Common Stock (PSUs awarded February 4, 2017)F4 | holding | — | — | — | 12,763 | D | ||
| Common Stock (RSUs awarded February 1, 2016)F5 | holding | — | — | — | 7,104 | D | ||
| Common Stock (PSUs awarded February 1, 2016)F6 | holding | — | — | — | 8,750 | D | ||
| Common Stock (RSUs awarded February 2, 2015)F7 | holding | — | — | — | 5,313 | D | ||
| Common Stock (RSUs awarded February 3, 2014)F8 | holding | — | — | — | 5,681 | D | ||
| Common Stock (RSUs awarded February 6, 2013)F9 | holding | — | — | — | 3,281 | D | ||
| Common Stock (RSUs awarded January 30, 2012) | holding | — | — | — | 1,450 | D | ||
| Common Stock | holding | — | — | — | 1,008 | D | ||
| Common StockF10 | holding | — | — | — | 398 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted stock units -2019F11 | $0.00 | Feb 15, 2019 | A | 1,955 | A | — | — | Common Stock | 1,955 | 1,955 | D |
| Restricted stock units -2018F12 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,912 | 1,912 | D |
Explanation of responses
- F1Amount of performance stock units (PSUs) awarded on February 15, 2019. PSUs vest fully on February 15, 2022, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F10The 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.
- F11Amount of restricted stock units (RSUs) awarded on February 15, 2019 . Twenty percent of RSUs vest on February 15, 2020, forty percent on February 17, 2021 and February 15, 2022. Granted RSUs do not have exercise dates or an expiration date.
- F12Amount of restricted stock units (RSUs) awarded on February 15, 2018. Twenty percent of RSUs vest on February 15, 2019, forty percent on February 17, 2020 and February 15, 2021. Granted RSUs do not have exercise dates or an expiration date.
- F2Amount of performance stock units (PSUs) awarded on February 15, 2018. PSUs vest fully on February 15, 2021, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F3Amount includes 6,372 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 6,372 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F4Amount includes 12,763 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%). The 12,763 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.
- F5Amount includes 7,104 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 7,104 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F6Amount includes 8,750 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 8,750 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.
- F7Amount includes 5,313 shares of restricted stock units (RSUs) awarded on February 2, 2015. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 5,313 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F8Amount includes 5,681 shares of restricted stock units (RSUs) awarded on February 3, 2014. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 5,681 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F9Amount includes 3,281 shares of restricted stock units (RSUs) awarded on February 6, 2013. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 3,281 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.