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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 Units | (1) | 05/09/2016 | A | 94,880 | (1) | (1) | Common Stock | 94,880 | $ 0 | 264,308 (1) | D | ||||
Performance-based Restricted Stock Units | (2) | 05/09/2016 | A | 136,187 | (2) | (2) | Common Stock | 136,187 | $ 0 | 136,187 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BROWN MICHAEL A/CA 350 ELLIS STREET MOUNTAIN VIEW, CA 94043 |
X | CEO |
/s/ Philip Reuther, as attorney-in-fact for Michael Brown | 05/11/2016 | |
**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) | Represents performance-based restricted stock units (PRUs) originally reported by the reporting person in a Form 4 filed with the Commission on May 13, 2015. |
(2) | On June 10, 2015, the Reporting Person was granted PRUs with a target of 335,436 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2016, 0% to 133% of the target shares will be eligible (the "Eligible Shares") to be earned at the end of fiscal 2017 and 2018, based on, and subject to further adjustments as a result of, the achievement of certain other performance criteria (but in no event will the Reporting Person earn less than 50% of the Eligible Shares), provided that the Reporting Person is employed by the Issuer through March 30, 2018. The performance criterion for fiscal 2016 was partially satisfied, resulting in 136,187 shares becoming Eligible Shares. |