4//SEC Filing
ACTUATE CORP 4
Accession 0001181431-14-013700
CIK 0001062478operating
Filed
Mar 20, 8:00 PM ET
Accepted
Mar 21, 4:54 PM ET
Size
9.9 KB
Accession
0001181431-14-013700
Insider Transaction Report
Form 4
ACTUATE CORPACTU
McKeever Thomas
General Counsel & VP, Corp Dev
Transactions
- Award
Performance Stock Unit
2014-03-19+20,000→ 20,000 totalFrom: 2015-12-31→ Common Stock (20,000 underlying) - Award
Restricted Stock Unit
2014-03-19+30,000→ 64,270 total
Footnotes (6)
- [F1]Each performance stock unit represents a contingent right to receive one share of the Company's common stock; the number indicated represents the maximum number of performance stock units that can be earned by the reporting person. Unless the Reporting Person elects to defer the issuance of the shares until the Reporting Person's separation from service from the Issuer, the shares of the Issuer's common stock will be issued as the Performance Grant vests.
- [F2]The performance-vesting requirement is tied to a Company performance metric for the 1-year performance period beginning January 1, 2014 and ending on December 31, 2014. The actual number of shares of the Company's common stock into which the performance stock units will convert is calculated as follows, depending on how much of the performance metric is obtained by the end of the performance period: (i) none if less than 80%, (ii) 100% if 100% or greater, and (iii) between 80% and 100% the conversion rate matches the percentage of performance metric achieved.
- [F3]The performance stock units earned on the basis of the Company's performance will vest in three equal installments at the end of calendar 2015, 2016 and 2017, with the vesting of each installment contingent on the reporting person's continued service with the Company through the underlying calendar year.
- [F4]Represents shares of the Issuer's common stock underlying restricted stock units ("RSUs") awarded to the Reporting Person. The RSUs will vest in a series of four successive equal annual installments, with the first installment to vest on January 30, 2015 and the remaining installments to vest on January 30th for the following three years provided that the Reporting Person remains in the Issuer's service through each such date, subject to accelerated vesting upon the Reporting Person's termination of employment under certain prescribed circumstances within 12 months following certain changes in ownership or control of the Issuer or during the period commencing with the Issuer's execution of a definitive agreement to effect a change in control and ending on the earlier to occur of (i) the closing of the change in control transaction or (ii) the termination of such definitive agreement.
- [F5]Unless the Reporting Person elects to defer the issuance of the shares until the Reporting Person's separation from service from the Issuer, the shares of the Issuer's common stock will be issued as the RSUs vest.
- [F6]Includes (a) 3,750 shares of Issuer's common stock subject to a restricted stock unit award granted on January 28, 2011 that will be issued as those units vest, (b) 12,500 shares of Issuer's common stock subject to a restricted stock unit award granted on January 27, 2012 that will be issued as those units vest, (c) 7,500 shares of Issuer's common stock subject to a restricted stock unit award granted on January 30, 2013 that will be issued as those units vest, and (d) 30,000 shares of Issuer's common stock subject to a restricted stock unit award granted on March 19, 2014 that will be issued as those units vest.
Documents
Issuer
ACTUATE CORP
CIK 0001062478
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001062478
Filing Metadata
- Form type
- 4
- Filed
- Mar 20, 8:00 PM ET
- Accepted
- Mar 21, 4:54 PM ET
- Size
- 9.9 KB