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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| 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
| ( 1 )Represents shares underlying the portion of restricted stock unit ("RSU") grant that vested on February 25, 2021 which were surrendered by the Reporting Person to the Issuer for tax withholding, using the Issuer's closing stock price on February 25, 2021 of $11.19/share, pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (the "2018 EIP, as amended").|
( 2 )Includes: (a) 291 shares of common stock and 252 shares of common stock acquired by the Reporting Person on April 30, 2021 and October 30, 2020, respectively under the Issuer's 2010 Employee Stock Purchase Plan, as amended; and (b) 10,903 shares resulting from the February 25, 2021 vesting of the Reporting Person's February 25, 2020 RSU grant and 33,335 shares subject to such RSU grant that will vest in two remaining annual installments of 16,665 shares and 16,670 shares on February 25, 2022 and 2023 respectively. The vesting of all such RSUs is subject to the Reporting Person's continued service as defined in the 2018 EIP, as amended, through such dates and subject to acceleration as defined in the 2018 EIP, as amended.
( 3 )Represents 44,000 shares of common stock issuable upon settlement of RSUs granted to the Reporting Person on February 25, 2021 that will vest in three (3) equal annual installments on each anniversary of the grant date, such that they will be vested in full on the third (3rd) anniversary of the grant date, subject to the Reporting Person's Continuous Service as defined in the 2018 EIP, as amended, through such dates and subject to acceleration as defined in the 2018 EIP, as amended.
( 4 )One-quarter (1/4) of the option shares vest and become exercisable upon completion of one (1) year of Continuous Service, as defined in the 2018 EIP, as amended, by the Reporting Person measured from the February 25, 2021 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, subject to the Reporting Person's Continuous Service as defined in the 2018 EIP, as amended, through each such vesting date, and subject to acceleration as provided in the 2018 EIP, as amended.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|