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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 | ||||||||
| Restricted Stock Units | $ 0 | 11/10/2015 | A(2) | 11 (2) | (2) | (2) | Common Stock | 322 (2) | $ 0 | 322 (2) | D | ||||
| Restricted Stock Units | $ 0 | 11/10/2015 | A(3) | 114 (3) | (3) | (3) | Common Stock | 3,215 (3) | $ 0 | 3,215 (3) | D | ||||
| Restricted Stock Units | $ 0 | 11/10/2015 | A(4) | 60 (4) | (4) | (4) | Common Stock | 1,742 (4) | $ 0 | 1,742 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| VAN CAMP PETER ONE LAGOON DRIVE REDWOOD CITY, CA 94065 |
X | |||
| Darrin B. Short, Attorney-in-Fact | 11/12/2015 | |
| **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) | This report reflects shares received by the Reporting Person as a result of the Reporting Person's receipt of the pro rata portion of a special distribution declared by the Board of Directors of the issuer on September 28, 2015 and paid on November 10, 2015 (the "Special Distribution"). |
| (2) | Includes 11 previously unreported unvested performance stock units ("PSUs") allocated on November 10, 2015 in connection with the special distribution and associated with the previously reported RSU grant received by the reporting person on February 14, 2013, the vesting of which was subject to both continued service and the attainment of certain revenue and EBITDA targets for 2013. The Compensation Committee certified the degree to which the targets were achieved, therefore 50% of the award vested on February 28, 2014, 25% of the award vested on February 15, 2015, and 25% of the award is scheduled to vest on February 15, 2016, subject solely to continued service. |
| (3) | Includes 114 previously unreported unvested performance stock units ("PSUs") allocated on November 10, 2015 in connection with the special distribution and associated with the previously reported RSU grant received by the reporting person on March 6, 2014, the vesting of which was subject to both continued service and the attainment of certain revenue and EBITDA targets for 2014. The Compensation Committee certified the degree to which the targets were achieved, therefore 50% of the award vested on February 15, 2015, with 25% additional units scheduled to vest on each of February 15, 2016 and February 15, 2017, subject solely to continued service. |
| (4) | Includes 60 additional unvested restricted stock units ("RSUs") allocated on November 10, 2015 in connection with the Special Distribution and associated with the previously reported RSU grant received by the reporting person on February 12, 2015. Subject to continuous Service throughout the vesting period, 33.33% of the award is scheduled to vest on January 15, 2016, with an additional 33.33% units scheduled to vest on each of January 15, 2016 and January 15, 2017. |