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Sec Form 4 Filing - Susil Zachary @ ADT Inc. - 2018-01-18

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Susil Zachary
2. Issuer Name and Ticker or Trading Symbol
ADT, Inc. [ ADT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Controller
(Last)
(First)
(Middle)
C/O ADT INC., 1501 YAMATO ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2018
(Street)
BOCA RATON, FL33431
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
Restricted Stock Units 01/18/2018 01/18/2018 A 8,928 ( 2 ) A $ 0 8,928 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
Stock Options $ 14 01/18/2018 01/18/2018 A 19,115 ( 1 ) 01/18/2028 Stock Options 19,115 $ 14 19,115 D
Stock Options $ 14 01/18/2018 01/18/2018 A 32,825 ( 3 ) 01/18/2028 Stock Options 32,825 $ 14 32,825 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Susil Zachary
C/O ADT INC.
1501 YAMATO ROAD
BOCA RATON, FL33431
VP, Controller
Signatures
/s/ Lee Jackson, attorney-in-fact 01/22/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 22, 2016, the reporting person was granted Class B units in Prime Security Services TopCo Parent, L.P. (the "December 2016 Award"). On January 18, 2018, the reporting person was granted stock options under the ADT Inc. 2018 Omnibus Incentive Plan. The stock options reported in Table II vest in the same manner as the "service tranche" of the December 2016 Award (the "Top-Up Options"). Twenty percent of the Top-Up Options reported in Table II for the December 2016 Award are vested and exercisable as of the date of grant and the remainder of the Top-Up Options reported in Table II will vest and become exercisable as to 20% on May 2, 2018, and the remainder on July 23, 2018, generally subject to the reporting person's continued employment through each such date.
( 2 )Each restricted stock unit ("RSU") was received as a grant under the ADT Inc. 2018 Omnibus Incentive Plan on January 18, 2018, for no consideration, and represents a contingent right to receive one share of ADT Inc. common stock upon vesting and settlement. The RSUs will "cliff vest" as to 100% of the RSUs on the third anniversary of the date of grant, generally subject to the reporting person's continued employment through such date.
( 3 )The reporting person was granted stock options on January 18, 2018, under the ADT Inc. 2018 Omnibus Incentive Plan. The stock options will "cliff vest" and become exercisable as to 100% of the stock options on the third anniversary of the date of grant, generally subject to the reporting person's continued employment through such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.