4//SEC Filing
Oliphant Jay T. 4
Accession 0001593968-17-001147
CIK 0001437491other
Filed
Oct 16, 8:00 PM ET
Accepted
Oct 17, 7:17 PM ET
Size
11.7 KB
Accession
0001593968-17-001147
Insider Transaction Report
Form 4
Oliphant Jay T.
Corp. Conttroller - PFO - PAO
Transactions
- Award
Option (right to buy)
2017-10-13+66,320→ 66,320 totalExercise: $2.60From: 2018-10-13Exp: 2027-10-13→ Ecoark Holdings, Inc. Common Stock (66,320 underlying) - Disposition to Issuer
Ecoark Holdings, Inc.
2017-10-13−132,640→ 45,247 total - Award
Option (right to buy)
2017-10-13+132,640→ 198,960 totalExercise: $2.60From: 2017-10-13Exp: 2027-10-13→ Ecoark Holdings, Inc. Common Stock (132,640 underlying)
Footnotes (5)
- [F1]Represents the forfeiture of restricted stock granted to the reporting person on March 21, 2017, of which 132,640 remain unvested (the Existing Award). On October 13, 2017, the Compensation Committee (the Committee) of the Board of Directors (the Board) of Ecoark Holdings, Inc. (the Company) and the reporting person agreed that the reporting person would forfeit the Existing Award, and that the reporting person would be awarded the options reported on this Form 4 and described in more detail below, based on the Committees determination that options would better align the reporting persons potentially realizable equity compensation with Company performance by tying the reporting persons potential future equity compensation to potential future appreciation in stock price. The reporting persons forfeiture of the Existing Award is reported on Table I above and does NOT represent a sale of securities by the reporting person.
- [F2]Represents a new option award to the reporting person that vests over a four-year period (the New Options). The New Options were awarded to the reporting person to incent him to accept the Replacement Options (defined below), to compensate him for diminution in value of his Existing Award as compared to the Replacement Options, and in consideration of a number of other factors, including his role and responsibility with the Company, his years of service to the Company, and market precedents and standards for modification of equity awards.
- [F3]The New Options vest at a rate of 25% per year on October 13th of each year from 2018 to 2021, subject to the reporting persons continued employment by the Company. The New Options were not granted under any of the Companys existing equity compensation plans.
- [F4]Represents a new option award (the Replacement Options) granted to the reporting person as a result of the reporting persons forfeiture of the Existing Award.
- [F5]In consideration of the reporting persons agreement to forfeit the Existing Award, the Committee, after careful deliberation, determined that 50% of the reporting persons Replacement Options would vest immediately upon the date of grant (October 13, 2017). The remaining portion of the reporting persons Replacement Options will vest in 12 equal installments, with the first installment vesting on January 15, 2018, and additional installments vesting on the last day of each of the eleven successive three-month periods, subject to the reporting persons continued employment by the Company.
Documents
Issuer
Ecoark Holdings, Inc.
CIK 0001437491
Entity typeother
Related Parties
1- filerCIK 0001698207
Filing Metadata
- Form type
- 4
- Filed
- Oct 16, 8:00 PM ET
- Accepted
- Oct 17, 7:17 PM ET
- Size
- 11.7 KB