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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 | ||||||||
Performance Stock Units | $ 0 | 02/13/2015 | M | 5,503 (4) | (5) | (6) | Class A Common Stock | 5,503 | $ 0 | 0 | D | ||||
Performance Stock Units | $ 0 | 02/13/2015 | M | 7,132 (7) | (8) | (3) | Class A Common Stock | 7,132 | $ 0 | 0 | D | ||||
Performance Stock Units | $ 0 | 02/13/2015 | M | 2,099 (9) | (10) | (3) | Class A Common Stock | 2,099 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Prince Edward M Jr. 21575 RIDGETOP CIRCLE STERLING, VA 20166 |
SVP, Information Services |
/s/Paul S. Lalljie, by power of attorney | 02/19/2015 | |
**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) | Includes shares that are subject to restricted stock agreements and a performance-vested restricted unit agreement under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan. |
(2) | The price is equal to the closing price of the Class A Common Stock on February 13, 2015. |
(3) | Any unvested performance-vested restricted stock units shall be forfeited if the Reporting Person experiences a Termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan). |
(4) | The shares represent the second tranche of the performance-vested restricted stock units granted on August 5, 2013. In accordance with the Performance-Vested Restricted Stock Unit Agreement, each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to, the achievement and subsequent certification of certain revenue and adjusted net income goals for the 2014 fiscal year. The number of shares of Class A Common Stock, together with Dividend Equivalents (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of shares of performance stock units granted. |
(5) | Immediately. |
(6) | If the Reporting Person experiences a Termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) other than "for cause" or "without good reason", these performance stock units, and any other performance stock units earned by the Reporting Person as a result of the achievement of performance goals which have not yet vested as of the date of Termination but would have vested at any time during the twelve (12) months following such Termination, shall immediately vest, and any remaining portion of any unvested award shall be immediately forfeited. |
(7) | The shares represent the second tranche of the performance-vested restricted stock units granted on September 26, 2012. In accordance with the Performance-Vested Restricted Stock Unit Agreement, each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to, the achievement and subsequent certification of certain revenue and adjusted net income goals for the 2014 fiscal year. The number of shares of Class A Common Stock, together with Dividend Equivalents (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of shares of performance stock units granted. |
(8) | Seventy-five percent of these shares vested on February 13, 2015, and the remaining twenty-five percent of these shares vest on January 1, 2016. |
(9) | The shares were awarded pursuant to a Performance-Vested Restricted Stock Unit Agreement under the Amended and Restated NeuStar, Inc. Stock Incentive Plan. In accordance with the Performance-Vested Restricted Stock Unit Agreement, each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to, the achievement and subsequent certification of certain revenue and adjusted net income goals for the 2014 fiscal year. The number of shares of Class A Common Stock, together with Dividend Equivalents (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of shares of performance stock units granted. |
(10) | These shares vest on March 1, 2015. |