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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 Units | $ 0 (1) | 05/20/2014 | M | 12,500 | (2) | (2) | Common Stock | 12,500 | $ 0 | 37,500 | D | ||||
Restricted Stock Units | $ 0 (1) | 05/20/2014 | M | 75,000 | (3) | (3) | Common Stock | 75,000 | $ 0 | 225,000 | D | ||||
Restricted Stock Units | (1) | 05/20/2014 | M | 3,437 | (4) | (4) | Common Stock | 3,437 | $ 0 | 51,563 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SEGAL NED D. C/O RPX CORPORATION ONE MARKET PLAZA, STEUART TOWER STE. 800 SAN FRANCISCO, CA 94105 |
Chief Financial Officer, SVP |
Martin Roberts, Attorney-in-Fact for Ned Segal | 05/21/2014 | |
**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 unit represents a contingent right to receive one share of Issuer's common stock. The units were awarded at no cost to Reporting Person. |
(2) | The award of 50,000 units vest over approx. 4 yrs. from the Grant Date ("GD"), with 25% of the total number of units first eligible to vest following each 1-yr. anniversary, provided that as of each anniv. the average closing price per share of the Company's common stock ("ACP") for any period of 90 consecutive calendar days during the year preceding such anniv. is: (i) on the 1st anniv., equal to or greater than $15.90 (ii) on the 2nd anniv., equal to or greater than the higher of (a) $19.08 or (b) the ACP for the period of 90 calendar days ending on the first anniv. of the GD times 1.25; (iii) on the 3rd anniv., equal to or greater than the higher of (a) $22.26 or (b) the ACP for the period of 90 calendar days ending on the second anniv. of the GD times 1.25; and (iv) on the 4th anniv., equal to or greater than the higher of (a) $25.44 or (b) the ACP for the period of 90 calendar days ending on the third anniv. of the GD times 1.25. |
(3) | 25% of the 300,000 stock units subject to the award will vest on May 20, 2014 and 6.25% of the shares subject to the award will vest in equal quarterly installments thereafter, provided that Reporting Person remains in continuous service through each vest date. The quarterly vest dates are February 20, May 20, August 20 and November 20. |
(4) | 6.25% of the 55,000 stock units subject to the award will vest on May 20, 2014 and 6.25% of the shares subject to the award will vest in equal quarterly installments thereafter, provided that Reporting Person remains in continuous service through each vest date. The quarterly vest dates are February 20, May 20, August 20 and November 20. |