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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance-based restricted stock unit | (1) | 02/10/2015 | A | 12,500 | (2) | (2) | Common Stock | 12,500 | $ 0 | 12,500 | D | ||||
Performance-based restricted stock unit | (1) | 02/10/2015 | A | 12,500 | (3) | (3) | Common Stock | 12,500 | $ 0 | 12,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BERRY MICHAEL J 2100 SEAPORT BOULEVARD REDWOOD CITY, CA 94063 |
EVP and CFO |
/s/ Edwin White Attorney in Fact for Michael Berry | 02/10/2015 | |
**Signature of Reporting Person | 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). |
(1) | Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
(2) | The vesting of this performance-based restricted stock unit ("PRSU") award is dependent upon the reporting person's earning PRSUs based on the achievement of performance criteria related to the Company's fiscal year 2015 (i) non-GAAP diluted earnings per share and (ii) annual revenue. The number of shares reported is at the target award amount. The reporting person may potentially earn PRSUs ranging from 70% to 125% of the target award amount. The shares subject to the actual earned PRSU award will vest over a four-year period, at a rate of 25% on each anniversary of the vesting commencement date. For purposes of this PRSU grant the vesting commencement date is February 1, 2015. |
(3) | The vesting of this performance-based restricted stock unit ("PSRU") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on January 1, 2015 and ending December 31, 2017. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 125% of the target award amount based on total shareholder return at the end of the three-year performance period. The actual PRSU award earned shall vest immediately upon certification by the Company's Compensation Committee of the achievement of the performance criteria. |