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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 | 05/01/2018 | A | 2,361 (1) | 01/29/2021 | 05/01/2025 | Common Stock | 2,361 | (2) | 2,361 | D | ||||
Restricted Stock Unit | $ 0 | 05/01/2018 | A | 787 | (4) | 05/01/2025 | Common Stock | 787 | (3) | 787 | D | ||||
Stock Option | $ 305.46 | 05/01/2018 | A | 2,468 | (5) | 05/01/2025 | Common Stock | 2,468 | $ 0 | 2,468 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Izurieta Laura 3005 TASMAN DRIVE SANTA CLARA, CA 95054 |
Chief Risk Officer |
Denise West, Attorney-in-Fact for Laura Izurieta | 05/03/2018 | |
**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) | Performance-based restricted stock units (PRSUs) are subject to both performance-based and time-based vesting. Subject to the approval of the Compensation Committee (or Board), the amount of RSUs that will be deemed earned will be based: (i) 50% on the Company's achievement of total shareholder return for calendar years 2018, 2019 and 2020, as compared against the Company's designated Peer Group, subject to the discretion of the Compensation Committee (or Board); and (ii) 50% on Compensation Committee (or Board) discretionary assessment of management execution of strategic objectives relating to the Company's Transformation Office and other initiatives for calendar years 2018, 2019, and 2020. To the extent deemed earned at the end of the three-year performance period, these PRSUs will be subject to additional time-based vesting and will vest on January 29, 2021. |
(2) | Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock. |
(3) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock. |
(4) | Restricted stock units are subject to annual vesting in four equal installments on the anniversary date of the grant, 25% on each of the successive anniversary dates. |
(5) | Stock options are subject to annual vesting in four equal installments on the anniversary date of the grant, 25% on each of the successive anniversary dates. |