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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) | 05/21/2018 | 05/21/2018 | F | 741 | (6) | (6) | Common Stock | 741 | (7) | 926 | D | |||
Restricted Stock Units | (1) | 05/21/2018 | 05/21/2018 | M | 926 | (6) | (6) | Common Stock | 926 | (8) | 0 | D | |||
Performance RSUs | (2) | 05/21/2018 | 05/21/2018 | F | 13,335 | (9) | (9) | Common Stock | 13,335 | (7) | 16,665 | D | |||
Performance RSUs | (2) | 05/21/2018 | 05/21/2018 | M | 16,665 | (9) | (9) | Common Stock | 16,665 | (8) | 0 | 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 | 05/23/2018 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
(2) | Each Performance RSU represents a contingent right to receive one share of the Issuer's common stock. |
(3) | Sales made pursuant to a 10(b)5-1 plan adopted by the Reporting Person in accordance with Rule 10(b)5-1 of the Securities Exchange Act of 1934, as amended. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.25 to $111.20, inclusive. Upon the request of any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4 shall be provided. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.25 to $111.40, inclusive. Upon the request of any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4 shall be provided. |
(6) | The restricted stock units vested in three equal installments over a three-year period commencing on the first anniversary of the date of grant so that 100% of the restricted stock units vested as of May 21, 2018. These restricted stock units also provided for accelerated vesting in the event that the Reporting Person's employment was terminated in connection with an acquisition of the Issuer. |
(7) | The shares of common stock underlying the restricted stock units reported as disposed herein were retained (but not issued) by the Issuer in satisfaction of tax withholding obligations associated with the vesting of such units. |
(8) | The restricted stock units reported as disposed herein were settled for shares of the Issuer's common stock. |
(9) | The vesting of these performance-based RSUs was tied to the Issuer's achievement of a total shareholder return, or TSR, performance goal, which was measured over a three-year performance period from May 1, 2015 to May 1, 2018, versus the TSR realized for the same period by the Russell 2000 Index. Based on the Issuer's TSR performance during this period, the shares awarded to the Reporting Person vested at 200% of the target amount. |