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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 | (1) | 02/14/2017 | 02/14/2017 | A | 5,922 | (2) | (2) | Common Stock | 5,922 | $ 0 | 5,922 | D | |||
| Performance RSUs | (3) | 02/14/2017 | 02/14/2017 | A | 5,922 | (4) | (4) | Common Stock | 5,922 | $ 0 | 5,922 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Herdiech Edward K. C/O LOGMEIN, INC. 320 SUMMER STREET BOSTON, MA 02210 |
Chief Financial Officer | |||
| Michael J. Donahue, attorney-in-fact | 02/16/2017 | |
| **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) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| (2) | 100% of the restricted stock units shall vest on February 14, 2019, the two-year anniversary of the date of grant. These restricted stock units also provide for accelerated vesting in the event that the Reporting Person's employment is terminated in connection with an acquisition of the Issuer. |
| (3) | Each Performance RSU represents a contingent right to receive one share of the Issuer's common stock; the number of Performance RSUs granted represents the maximum number of Performance RSUs that can be earned by the Reporting Person. |
| (4) | 100% of shares subject to the PRSUs shall vest on the two-year anniversary of the grant date subject to (a) the Issuer's achievement of a specified Adj. EBITDA Margin goal measured over two performance periods, with 50% of the PRSU subject to the performance period starting on January 1, 2017 and ending on December 31, 2017 (the "2017 performance period") and the remaining 50% of the PRSU subject to the performance period starting on January 1, 2018 and ending on December 31, 2018 (the "2018 performance period"); and (b) the Reporting Person continuing to be an employee, officer or director of, the Issuer on the vesting date. If the Adjusted EBITDA Margin target is not achieved in either the 2017 performance period or the 2018 performance period, the portion of the PRSUs subject to that performance period shall be forfeited. These PRSUs also provide for accelerated vesting in the event that the Reporting Person's employment is terminated in connection with an acquisition of the Issuer. |