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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 Restricted Stock Unit | $ 0 | 10/16/2018 | M | 23,367 | (4) | (4) | Common Stock | 46,734 (5) | $ 0 | 0 | D | ||||
Performance Restricted Stock Unit | $ 0 | 10/16/2018 | A | 16,608 | (6) | (6) | Common Stock | 16,608 (6) | $ 0 | 16,608 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Poppen Joel L 8000 S. FEDERAL WAY MS 1-557 BOISE, ID 83716 |
SVP, Legal Affairs, General | Counsel & Corporate Secretary |
Rachel Southorn, Attorney-in-fact | 10/18/2018 | |
**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) | Restricted Stock Awards vest in 33 1/3% increments annually on the anniversary of the grant. |
(2) | Shares from the vest of performance-based restricted stock unit. |
(3) | Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance-based restricted stock units awarded under the Issuer's 2004 Equity Incentive Plan. |
(4) | Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to relative TSR and ROA over a 3-year performance period beginning September 4, 2015 and ending on August 30, 2018, and certification of such performance by the Compensation Committee following the conclusion of the performance period. |
(5) | The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 200% of target shares. As reported at grant, the performance-based restricted stock unit could result in a payout of 0% to 200% based on actual achievement of the goals. |
(6) | Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to new technology ramp and Company performance over a 3-year period beginning August 30, 2018 and ending on September 2, 2021, and certification of such performance by the Compensation Committee following the conclusion of the performance period. |