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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
LEGALZOOM.COM, INC. [ LZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 07/09/2024 | A | 5,350,318(1) | A | $0 | 5,452,763 | D | |||
| Common Stock | 07/09/2024 | A | 535,031(2) | A | $0 | 5,987,794 | D | |||
| Common Stock | 294,326 | I | By Escondido Children's Trust(3) | |||||||
| Common Stock | 537,779 | I | By Travron Trust(3) | |||||||
| Common Stock | 2,807,719 | I | By CES 2020 Trust(3) | |||||||
| Common Stock | 2,807,719 | I | By JMS 2020 Trust | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Explanation of Responses: |
| 1. The shares of common stock represent performance-based restricted stock units ("PSUs"), with each PSU representing a contingent right to receive one share of the Issuer's common stock. The PSUs may vest, if at all, between 10% and 200% of the target grant date value ("GDV") based on the stock price targets achieved during a five-year performance period (subject to a 44-day extension in certain circumstances). The number of PSUs in Column 4 assumes the maximum stock price target is achieved, resulting in 200% of the target GDV becoming eligible PSUs. Stock price targets will be deemed achieved based on the volume weighted average closing price of the Issuer's common stock during a consecutive 45-day trading period. Upon the Compensation Committee's certification of achievement of a stock price target, 50% of the eligible PSUs will vest immediately and 50% will vest one year from such date, subject to the Reporting Person's continued employment as CEO through the vesting date. |
| 2. The shares of common stock represent time-based restricted stock units ("RSUs"), with each RSU representing a contingent right to receive one share of the Issuer's common stock. The RSUs vest in substantially equal quarterly installments over a four-year period measured from August 15, 2024, with the first vesting date being November 15, 2024, subject to the Reporting Person's continuous service with the Issuer on each such vesting date. |
| 3. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Michelle Sparks, Attorney-in-Fact for Jeffrey M. Stibel | 07/10/2024 | |
| ** 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. | ||