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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 | (1) | 06/03/2014 | A | 4,500,000 | (2) | 06/01/2024 | Class B Common Stock (3) | 4,500,000 | $ 0 | 4,500,000 | D | ||||
| Restricted Stock Unit | (1) | 06/03/2014 | M | 1,500,000 | (2) | 06/01/2024 | Class B Common Stock (3) | 1,500,000 | $ 0 | 3,000,000 | D | ||||
| Class B Common Stock | (3) | 06/03/2014 | M | 1,500,000 | (3) | (3) | Class A Common Stock | 1,500,000 | $ 0 | 1,500,000 | D | ||||
| Class B Common Stock | (3) | 06/20/2014 | G(4) | 1,500,000 | (3) | (3) | Class A Common Stock | 1,500,000 | $ 0 | 0 | D | ||||
| Class B Common Stock | (3) | 06/20/2014 | G(4) | 1,500,000 | (3) | (3) | Class A Common Stock | 1,500,000 | $ 0 | 56,600,496 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (5) | |||
| Class B Common Stock | (3) | 06/20/2014 | D(6) | 7,000 | (3) | (3) | Class A Common Stock | 7,000 | $ 0 | 56,593,496 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (5) | |||
| Class B Common Stock | (3) | 06/25/2014 | D(6) | 658,443 | (3) | (3) | Class A Common Stock | 658,443 | $ 0 | 55,935,053 | I | By The Woodman Family Trust under Trust Agreement dated March 11, 2011 (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Woodman Nicholas 3000 CLEARVIEW WAY SAN MATEO, CA 94402 |
X | X | CEO, Chairman of the Board | |
| Woodman Family Trust under Trust Agreement dated March 11, 2011 3000 CLEARVIEW WAY SAN MATEO, CA 94402 |
X | |||
| Eve Saltman, Attorney-in-Fact for Nicholas Woodman | 06/25/2014 | |
| **Signature of Reporting Person | Date | |
| Eve Saltman, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 | 06/25/2014 | |
| **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) | The restricted stock unit grant of 4,500,000 shares shall vest in three tranches. The first tranche consisting of 1,500,000 shares fully vested and settled on June 3, 2014. The second tranche consisting of 1,500,000 shares shall vest monthly from June 3, 2014 over three years of continuous service upon the Issuer's Class A Common Stock having a 30 consecutive day average closing price per share equal to or greater than $34.03, with such 30 consecutive day period beginning no earlier than 181 days following the Issuer's Initial Public Offering ("IPO"). The third tranche consisting of 1,500,000 shares shall vest monthly from June 3, 2014 over three years of continuous service upon the Issuer's Class A Common Stock having a 30 day consecutive day average closing price per share equal to or greater than $44.24, with such 30 consecutive day period beginning no earlier than 181 days following the IPO. |
| (3) | Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock is also convertible into Class A Common Stock on the same basis upon certain transfers of such shares. |
| (4) | This transaction involved a gift of securities held directly by the Reporting Person to the Woodman Family Trust. |
| (5) | The Reporting Person and his spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011. |
| (6) | In a transaction that was exempt under Rule 16(b)-3(e), the shares were contributed to the Issuer without consideration per the terms of a Contribution Agreement whereby the Reporting Person agreed to contribute an equal number of shares of Class B Common Stock in connection with the exercise of stock options held by a certain employee of the Issuer. |