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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 )Sales of shares to satisfy tax withholding obligations incurred upon settlement of Restricted Stock Units ("RSUs") that vested on August 24, 2020, the acquisition of which were previously reported on Table I and Table II. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.|
( 2 )The price reported represents the weighted average sale price per share.The shares were sold in multiple transactions at prices ranging from $15.76 to $16.48. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
( 3 )Each RSU represents a contingent right to receive one (1) share of the Issuer's Class B Common Stock upon settlement.
( 4 )This RSU award vested as to 1/3 of the RSUs on January 25, 2019; vested as to 1/3 of the RSUs on the January 25, 2020; and will vest as to 1/3 on January 25, 2021. Settlement of the vested RSUs reported on this Form 4 was deferred to August 24, 2020 at the election of the Reporting Person.
( 5 )The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option; or (b) upon any transfer except certain permitted transfers. All the outstanding shares of Class B Common Stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of July 27, 2018, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B Common Stock represent less than five percent (5%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Secretary of the Issuer or Chairman of the Issuer's Board to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar.
( 6 )Includes 98,405 shares transferred from the Reporting Holder's Grantor Retained Annuity Trusts.
( 7 )This RSU award vests in equal installments every six months over two years from July 25, 2018, the date of grant. Settlement of the vested RSUs reported on this Form 4 was deferred to August 24, 2020 at the election of the Reporting Person.
( 8 )This RSU award vests as to 1/2 of the RSUs on January 25, 2019 and 1/2 of the RSUs on January 25, 2020. Settlement of the vested RSUs reported on this Form 4 was deferred to August 24, 2020 at the election of the Reporting Person. This RSU award is fully vested.
|* 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).|