Sec Form 4 Filing - Mellinger Paul S. @ Carbonite Inc - 2017-02-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Mellinger Paul S.
2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [ CARB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, EVault
(Last) (First) (Middle)
C/O CARBONITE, INC., TWO AVENUE DE LAFAYETTE
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2017
(Street)
BOSTON, MA02111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2017 S 2,475 ( 1 ) D $ 20.05 59,727 ( 2 ) D
Common Stock 02/10/2017 S 5,025 ( 3 ) D $ 19.11 54,702 ( 2 ) D
Common Stock 02/10/2017 A 40,072 ( 4 ) ( 5 ) A $ 0 94,774 ( 6 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mellinger Paul S.
C/O CARBONITE, INC.
TWO AVENUE DE LAFAYETTE
BOSTON, MA02111
SVP, EVault
Signatures
/s/ Danielle Sheer, by power of attorney 02/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares automatically sold solely to satisfy tax withholding obligations of reporting person on vesting of restricted stock units.
( 2 )Includes 49,134 shares of common stock subject to unvested restricted stock units.
( 3 )Represents shares automatically sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2016.
( 4 )Reflects the grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
( 5 )20,036 restricted stock units (the "4-Year RSUs") vest in 4 equal annual installments beginning on February 10, 2018 and will be settled on each applicable vest date in shares of the issuer's common stock. 20,036 restricted stock units (the "Performance-based RSUs") will meet the performance vesting condition if, within three years from February 10, 2017, the closing price per share of the Common Stock is at least $25.00 for 20 consecutive trading days. Upon achieving the applicable performance vesting condition ("Performance Achievement"), the Award will be subject to service vesting, with vesting of such Performance-Based Restricted Stock Units to occur in four equal 3-month installments over the one-year period from the date of Performance Achievement, subject to the Recipient's continued service to the Company through the applicable vesting date. The vesting schedule for the Performance-based RSUs shall be accelerated upon certain Change of Control events.
( 6 )Includes 89,206 shares of common stock subject to unvested restricted stock units.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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