SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AKAMAI TECHNOLOGIES INC [ AKAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/01/2023 | P(1) | 346 | A | $72.43(2) | 49,595 | D | |||
Common Stock | 03/01/2023 | M | 13,550 | A | $0 | 63,145 | D | |||
Common Stock | 03/01/2023 | F | 6,370 | D | $72.6 | 56,775 | D | |||
Common Stock | 03/02/2023 | P(1) | 343 | A | $73.08(3) | 57,118 | D | |||
Common Stock | 03/03/2023 | P(1) | 338 | A | $74.17(4) | 57,456 | D | |||
Common Stock | 03/03/2023 | M | 12,923 | A | $0 | 70,379 | D | |||
Common Stock | 03/03/2023 | F | 5,773 | D | $73.51 | 64,280(5) | D | |||
Common Stock | 108,358 | I(6) | See note | |||||||
Common Stock | 20,963 | I(7) | See footnote | |||||||
Common Stock | 2,218,134 | I(8) | See note |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units(9) | $0.0 | 03/01/2023 | M | 13,550 | (10) | 03/02/2024 | Common Stock | 13,550 | $0 | 13,551 | D | ||||
Restricted Stock Units(9) | $0.0 | 03/03/2023 | M | 12,923 | (11) | 03/04/2023 | Common Stock | 12,923 | $0 | 0 | D |
Explanation of Responses: |
1. Purchase was made pursuant to a Rule 10b5-1 Plan adopted by Mr. Leighton on November 10, 2022. |
2. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $72.37 to $72.48, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
3. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $73.07 to $73.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
4. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $74.00 to $74.62, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
5. The Form 4 filed on February 23, 2023 inadvertently overstated the Reporting Person's direct holdings by 326 shares, an error that was carried forward on subsequent filings. Column 5 of Table I reflects the number of shares of Akamai common stock beneficially owned by the Reporting Person following the reported transactions as of March 3, 2023. |
6. Held by the TBL Foundation of which Mr. Leighton serves as a trustee. |
7. Held by the David T. Leighton Trust of which F. Thomson Leighton is a trustee. F. Thomson Leighton disclaims beneficial ownership of shares held by such trust. |
8. Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 of which Mr. Leighton serves as a trustee. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein. |
9. Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting. |
10. RSUs vest 1/3 on each of the first, second and third anniversaries of the date of grant. |
11. RSUs vest over three years in equal installments on the first, second and third anniversaries of the grant date. |
Remarks: |
EXHIBIT LIST: EX-24 Leighton POA June 2022, GRAPHIC Leighton POA Graphic 2, GRAPHIC Leighton POA Graphic 1 |
/s/ Thomas M. Lair, by power of attorney | 03/03/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |