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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 Shares | (3) | 02/07/2017(3) | M(3) | 4,876 (3) | (3) | (3) | Common Stock | 4,876 | $ 0 | 56,174 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tseng Saria 79 GREAT OAKS BLVD SAN JOSE, CA 95119 |
VP & General Counsel | |||
| /s/ Saria Tseng | 02/08/2017 | |
| **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) | The reported sales were to cover taxes upon the vesting of restricted stock units, as required by the Company's equity incentive plans. |
| (2) | On February 3, 2015, the reporting person was granted a target of 24,213 shares of restricted stock units subject to satisfaction of pre-determined, performance-based vesting criteria. On February 7, 2017, the Company's Board of Directors determined that those performance criteria for the restricted stock units had been satisfied, which resulted in 44,391 additional shares being achieved and granted to the reporting person. Of the restricted stock units that were awarded, 34,302 will vest immediately and 34,302 will vest quarterly in the next two years. |
| (3) | On December 31, 2015, the reporting person was granted a target of 75,678 shares of restricted stock units in four tranches subject to satisfaction of share price targets over the next four years. The vesting of restricted stock units in the second, third and fourth tranches is also subject to the satisfaction of certain operational goals, as determined by the Compensation Committee of the Company. All restricted stock units are subject to time based vesting. Once vested, one-third of shares have no sales restrictions and are sellable on January 1, 2020, one-third of the shares have sales restrictions until January 1, 2021 and one-third of the shares have sales restrictions until January 1, 2022.On February 7, 2017, the Compensation Committee of the Company determined that one of the five share price targets for the first tranche of restricted stock units had been satisfied, which resulted in 4,876 shares being granted, subject to time based vesting described above. |