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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 Unit | (4) | 03/09/2012 | A | 9,168 | (5) | (5) | Common Stock | 9,168 | $ 0 | 9,168 | D | ||||
Restricted Stock Unit | (4) | 03/09/2012 | M | 3,056 | (5) | (5) | Common Stock | 3,056 | $ 0 | 6,112 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Turk Joseph E Jr C/O NXSTAGE MEDICAL, INC. 439 SOUTH UNION STREET, 5TH FLOOR LAWRENCE, MA 01843 |
President, North America |
/s/Winifred L. Swan, attorney-in-fact | 03/13/2012 | |
**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) | In March 2011, the Compensation Committee of the Board of Directors (the "Compensation Committee") established the NxStage Medical, Inc. (the "Company") 2011 Corporate Bonus Plan with the amount of awards to be determined based upon the satisfaction of 2011 revenue, cash generation and net income targets. On March 9, 2012, the Compensation Committee awarded the reporting person 5,932 shares of common stock based on its evaluation of the achievement of performance criteria established under the 2011 Corporate Bonus Plan. |
(2) | Shares of common stock acquired upon the vesting of restricted stock units. |
(3) | This transaction reflects the withholding of shares of the Company's common stock to satisfy the reporting person's tax liability incurred in connection with the common stock granted to the reporting person on March 9, 2012 pursuant to the Company's 2011 Corporate Bonus Plan and the vesting of the first tranche of restricted stock units (the "Award") on March 9, 2012 pursuant to the Company's 2011 Performance Share Plan. |
(4) | Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. |
(5) | In March 2011, the Compensation Committee established the Company's 2011 Performance Share Plan with the amount of awards to be determined based upon the satisfaction of 2011 revenue, cash generation and net income targets. On March 9, 2012, the Compensation Committee granted the reporting person 9,168 restricted stock units, the Award, based on its evaluation of the achievement of performance criteria under the Company's 2011 Performance Share Plan. The Award vested 33 1/3rd% on March 9, 2012, with the balance vesting in two equal installments on March 9, 2013 and March 9, 2014. |