SEC Form 4 · accession 0000945436-15-000071
SUNEDISON, INC. · SUNEQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ahmad R Chatila
Officer — President & CEO · Director
Period of report
Mar 10, 2015
Accepted (ET)
Mar 12, 2015 · 6:28 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000945436
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 10, 2015 | A | 30,000 | $0.00 | A | 803,972 | 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 Option (Right to Buy)F3 | $22.17 | Mar 10, 2015 | A | 100,000 | A | — | Mar 10, 2025 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of SunEdison common stock. The restricted stock units were awarded on March 10, 2015 under the Amended and Restated SunEdison 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3.
- F2These RSU awards are 80% performance based and 20% time based, which are vested at 25 percent per year over a four year period. For the performance based RSUs, there are three performance tiers, each tier represents 33 percent of the entire grant. The performance tiers are measured on the dividend per share ("DPS") of TerraForm Power, Inc., a controlled publicly traded subsidiary, which the Company is the sponsor. Each of the performance tiers are based on TerraForm DPS targets, as pre-determined and approved by the Company's Compensation Committee. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017 and 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%.
- F3The option to purchase 100,000 shares of common stock was awarded on March 10, 2015 under the Amended and Restated SunEdison 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The performance options will be earned if a stock price of $50 per share for 30 consecutive days is achieved prior to December 17, 2017. Once earned, the options are subject to a vesting schedule of 50 percent of the shares vesting on December 31, 2018 and 50 percent of the shares vesting on December 31, 2019.The option is a performance based option that will vest, if at all, in 33% increments if certain performance criteria is met.