4//SEC Filing
SILVERS LAURIE S 4
Accession 0001209191-08-067540
CIK 0000912544other
Filed
Dec 28, 7:00 PM ET
Accepted
Dec 29, 4:05 PM ET
Size
10.9 KB
Accession
0001209191-08-067540
Insider Transaction Report
Form 4
SILVERS LAURIE S
DirectorVice Chairperson and President
Transactions
- Award
Common Stock
2008-12-22+200,000→ 680,000 total - Award
Common Stock
2008-12-22+300,000→ 1,174,230 total(indirect: By Spouse)
Holdings
- 13,540(indirect: 401 Plan)
Common Stock
- 13,560(indirect: By Spouse)
Common Stock
Footnotes (5)
- [F1]On December 22, 2008, the Reporting Person received a grant of 200,000 shares of common stock under the Issuer's 2004 Stock Incentive Plan, 50,000 of which are unrestricted fully-vested shares and 150,000 of which are restricted shares. The Reporting Person is not permitted to sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of or encumber any of the restricted shares until such shares have vested. The restricted shares vest as follows, provided that the Reporting Person remains employed by the Issuer on such vesting dates: (a) one-third of such shares vest at the rate of 25% per year on each of the first through fourth anniversaries of the date of grant, such that these shares will be fully vested on the fourth anniversary of the date of grant, assuming continued employment of the Reporting Person by the Issuer (or as otherwise provided below); (continued in Footnote 2)
- [F2](b) one-third of such shares will vest if, at any time prior to the fourth anniversary of the date of grant, the Issuer achieves EBITDA greater than zero for either (i) each of two consecutive fiscal quarters or (ii) any three quarters in any 15-month period, in each case beginning with the fourth fiscal quarter of 2008; provided, that the calculation of EBITDA shall exclude any compensation expense incurred by the Issuer as a result of the vesting of such shares; and (continued in Footnote 3)
- [F3](c) one-third of such shares will vest if, at any time prior to the fourth anniversary of the date of grant, the closing price of the Issuer's Common Stock exceeds $2.00 per share for at least 10 consecutive trading days after the date of grant. Notwithstanding the foregoing, any unvested restricted shares shall immediately vest in full upon a "Change of Control" (as defined in the Reporting Person's employment agreement) of the Issuer, or in the event that the Reporting Person's employment is terminated without "Cause" or for "Good Reason" (as such terms are defined in the Reporting Person's employment agreement) at any time prior to the fourth anniversary of the date of grant.
- [F4]The directly-owned shares reported in Table I above include 42,303 shares held by the Reporting Person together with Mitchell Rubenstein, the Reporting Person's spouse, as tenants by the entireties.
- [F5]On December 22, 2008, the Reporting Person's spouse received a grant of 300,000 shares of common stock under the Issuer's 2004 Stock Incentive Plan, 50,000 of which are unrestricted fully-vested shares and 250,000 of which are restricted shares. The restricted shares vest on the same terms described in footnote 1 above with respect to the Reporting Person's restricted shares.
Documents
Issuer
HOLLYWOOD MEDIA CORP
CIK 0000912544
Entity typeother
Related Parties
1- filerCIK 0001079838
Filing Metadata
- Form type
- 4
- Filed
- Dec 28, 7:00 PM ET
- Accepted
- Dec 29, 4:05 PM ET
- Size
- 10.9 KB