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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 )Amount sold to satisfy applicable tax withholding resulting from the vesting of previously reported restricted stock units vested on April 8, 2021.|
( 2 )Represents the weighted average price for sales of the shares. The shares were sold at prices ranging from $45.54 per share to $46.63 per share.
( 3 )The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.
( 4 )Represents the earned portion of the last 1/3 of a previously-granted PSU award for which the time and performance conditions for vesting were satisfied on April 9, 2021 based on the Company's level of achievement of specified performance goals for the period from February 1, 2018 through January 31, 2021 and the filing of the Company's Annual Report on Form 10-K for FYE 2021. Because this award was unvested at the time of the spin-off of Cognyte Software Ltd. by the Issuer on February 1, 2021, the number of shares underlying the award has been adjusted per the terms of the Employee Matters Agreement entered into in connection with the Company's separation transaction.
( 5 )Amount sold to satisfy applicable tax withholding resulting from the vesting of restricted stock units on April 9, 2021, including those reported on row 2 of Table 1 of this Form 4.
( 6 )Represents the weighted average price for sales of the shares. The shares were sold at prices ranging from $45.27 per share to $46.31 per share.
|* 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).|