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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 in connection with the settlement of vested restricted stock units. Such sales were effected 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. These shares were sold in multiple transactions at prices ranging from $18.75 to $20.02 per share. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
( 3 )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.
( 4 )Held by the KR Sridhar & Sudha Sarma 2020 Two Year GRAT, of which the Reporting Person is a trustee.
( 5 )Held by the KR Sridhar & Sudha Sarma 2020 Three Year GRAT, of which the Reporting Person is a trustee.
( 6 )Held by the KR Sridhar & Sudha Sarma 2020 Four Year GRAT, of which the Reporting Person is a trustee.
( 7 )Each RSU represents a contingent right to receive one (1) share of the Issuer's Class B Common Stock upon settlement.
( 8 )These RSU's will vest on the first allowable trading day following the one-year anniversary of July 24, 2018, subject to the Company's Insider Trading Policy and trading window and to the Reporting Person's continued service through each vesting date.
( 9 )Includes a total of 25,386 shares transferred from the Reporting Person's Grantor Retained Annuity Trusts.
( 10 )The RSU will vest 50% at the end of lock-up period and during an open trading window and the remaining 50% will vest on the first allowable trading date following the one-year anniversary of July 27, 2018, subject to the Company's Insider Trading Policy and trading window and to the Reporting Person's continued service with the Issuer through each vesting date.
|* 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).|