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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) | 08/10/2016 | A | 7,500 | (2) | (3) | Common Stock | 7,500 | $ 0 | 40,282 | D | ||||
Performance-Based Restricted Stock Units | (1) | 08/10/2016 | A | 1,250 | (4) | (3) | Common Stock | 1,250 | $ 0 | 1,250 | D | ||||
Performance-Based Restricted Stock Units | (1) | 08/10/2016 | A | 1,250 | (5) | (3) | Common Stock | 1,250 | $ 0 | 2,500 | D | ||||
Performance-Based Restricted Stock Units | (1) | 08/10/2016 | A | 4,375 | (6) | (3) | Common Stock | 4,375 | $ 0 | 6,875 | D | ||||
Performance-Based Restricted Stock Units | (1) | 08/10/2016 | A | 4,375 | (7) | (3) | Common Stock | 4,375 | $ 0 | 11,250 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILLIAMS KIRK O C/O SGI 900 N. MCCARTHY BOULEVARD MILPITAS, CA 95035 |
SVP, Gen. Counsel & Corp. Sec. |
/s/ Mekonnen P. Asrat as Attorney in Fact for Kirk O. Williams | 08/12/2016 | |
**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 Common Stock. |
(2) | This restricted stock unit award will vest over (3) three years, vesting 1/12 of the shares quarterly. |
(3) | Restricted Stock Units have no expiration date. |
(4) | This performance-based restricted stock unit award grant (PSU) is subject to a Total Stockholder Return performance metric determined by the Compensation Committee of the Company's Board of Directors (Compensation Committee). Vesting for this PSU is 33% one year after the initial grant date, with quarterly vesting over the remaining 2 years if the performance metric is deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metric will be deemed obtained. |
(5) | This PSU is subject to performance metrics: 50% revenue and 50% operating income as determined by the Compensation Committee. Vesting for this PSU is 33% one year after the initial grant date, with quarterly vesting over the remaining 2 years if the performance metrics are deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metrics will be deemed obtained. |
(6) | This PSU is subject to a Total Stockholder Return performance metric determined by the Compensation Committee. Vesting for this PSU is 25% one year after the initial grant date of June 27, 2016, with quarterly vesting over the remaining 3 years if the performance metric is deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metric will be deemed obtained. |
(7) | This PSU is subject to performance metrics: 50% revenue and 50% operating income as determined by the Compensation Committee. Vesting for this PSU is 25% one year after the initial grant date of June 27, 2016, with quarterly vesting over the remaining 3 years if the performance metrics are deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metrics will be deemed obtained. |