SEC Form 4 · accession 0001127602-19-008376
CBIZ, Inc. · CBZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael P Kouzelos
Officer — President, Employee Services
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 4:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000944148
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6,F7,F8 | Feb 22, 2019 | M | 16,800 | $6.52 | A | 300,984 | D | |
| Common StockF1,F2,F3,F4,F5,F6,F7,F8,F9 | Feb 22, 2019 | S | 16,800 | $21.3048 | D | 284,184 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF1,F10 | $6.52 | Feb 22, 2019 | M | 16,800 | D | May 9, 2014 | May 9, 2019 | Common Stock | 16,800 | 0 | D |
| Employee Stock OptionF11 | $8.36 | holding | — | — | — | May 14, 2015 | May 14, 2020 | Common Stock | 70,000 | 70,000 | D |
| Employee Stock OptionF12 | $9.35 | holding | — | — | — | May 15, 2016 | May 15, 2021 | Common Stock | 72,000 | 72,000 | D |
| Employee Stock OptionF13 | $10.35 | holding | — | — | — | May 10, 2017 | May 10, 2022 | Common Stock | 72,000 | 72,000 | D |
| Employee Stock OptionF14 | $15.55 | holding | — | — | — | May 10, 2018 | May 10, 2023 | Common Stock | 72,000 | 72,000 | D |
| Employee Stock OptionF15 | $19.45 | holding | — | — | — | May 9, 2019 | May 9, 2024 | Common Stock | 72,000 | 72,000 | D |
Explanation of responses
- F1Exercise and sale of Employee Stock Options granted 05-09-2013 at $6.52 exercise price, expiring 05-09-2019.
- F10Annual equity compensation award granted on 5-9-2013, vesting 25% in each of the four anniversaries following the grant date.
- F11Annual equity compensation award granted on 5-14-2014, vesting 25% in each of the four anniversaries following the grant date.
- F12Consists of Option granted 05/15/2015, vesting in 25% increments each year beginning 05/15/2016, and expiring on 05/15/2021.
- F13Consists of Options granted 05/10/2016, vesting in 25% increments each year beginning 05/10/2017, and expiring on 05/10/2022.
- F14Consists of Options granted of5/10/2017 vesting in 25% increments each year beginning 05/10/2018 and expiring on 05/10/2023.
- F15Consists of Options granted on 05/09/2018 vesting in 25% increments each year beginning 05/09/2019 and expiring on 05/09/2024.
- F2Cashless Hold: exercise of options and sale of shares sufficient to cover only exericise price, taxes and fees.
- F3Consists of restricted shares issued under the CBIZ, Inc. 2014 Stock Incentive Plan. Restrictions lapse with respect to 25% of the granted restricted shares on each of the first, second, third and fourth anniversaries of the grant date, provided grantee is still providing services to CBIZ on such vesting dates, and grantee has complied with the applicable CBIZ client non-interference policy.
- F4Exercise and sale of Employee Stock Options granted 04-04-2011 at $7.41 exercise price, expiring 04-04-2017.
- F5Exercise and sale of Employee Stock Options granted 05-22-2012 at $5.87 exercise price, expiring 05-22-2018.
- F6Exercise and sale of Employee Stock Options granted 5-13-2011 at $6.75 exercise price, expiring 5-13-16.
- F7Restricted Common Stock previously reported as a separate non-derivative from common stock, affecting the total number of shares of common stock. This stock will no longer be reported separate from common stock.
- F8Surrender of stock to satisfy withholding obligation on vesting of restricted stock
- F9Weighted average sale price of price range between $21.25 and $21.38. Will provide upon request number of shares sold at each separate price.