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)
| 2. Issuer Name and Ticker or Trading Symbol HELIOS TECHNOLOGIES, INC. [ HLIO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/28/2021 | ||||||||||||||||||||||||||
| 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 | 48,623.5967 | D(1) | ||||||||
| Common Stock | 5,716.854 | I | By 401(k) Plan Trust | |||||||
| 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 | ||||||||
| Performance-Based Restricted Stock Units | $0(2) | 01/28/2021 | A | 5,853 | (2) | (2) | Common Stock | 5,853 | $0 | 5,853 | D | ||||
| Restricted Stock Units | $0(3) | 01/28/2021 | A | 2,926 | (3) | (3) | Common Stock | 2,926 | $0 | 2,926 | D | ||||
| Non-qualified Stock Options (right to buy) | $55.03 | 01/28/2021 | A | 2,926 | (4) | (4) | Common Stock | 2,926 | $0 | 2,926 | D | ||||
| Restricted Stock Units | $0(5) | (5) | (5) | Common Stock | 7,740 | 7,740 | D | ||||||||
| Performance-Based Restricted Stock Units | $0(6) | (6) | (6) | Common Stock | 6,478 | 6,478 | D | ||||||||
| Restricted Stock Units | $0(7) | (7) | (7) | Common Stock | 3,239 | 3,239 | D | ||||||||
| Non-qualified Stock Options (right to buy) | $39.75 | (8) | (8) | Common Stock | 3,239 | 3,239 | D | ||||||||
| Restricted Stock Units | $0(9) | (9) | (9) | Common Stock | 3,442 | 3,442 | D | ||||||||
| Performance-based Restricted Stock Units | $0(10) | (10) | (10) | Common Stock | 5,162 | 5,162 | D | ||||||||
| Explanation of Responses: |
| 1. Reflects allocations of shares under the Helios Technologies Inc. 401(k) Retirement Plan. |
| 2. Each performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of Helios Technologies common stock (Common Stock). The number of shares of Common Stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the first day of the fiscal year of 2021 and ending on the last day of the fiscal year of 2023. |
| 3. Each RSU represents the right to receive, following vesting, one share of Common Stock. Unless earlier forfeited under the terms of the RSU, 33-1/3% of the awards vest and convert into Common Stock on each of the first three anniversaries of the grant date. |
| 4. Unless earlier forfeited under the terms of the Options, 33-1/3% of the options vest and become exercisable on each of the first three anniversaries of the grant date. |
| 5. Each RSU granted to reporting person on 4/27/2020 represents the right to receive, following vesting, one share of Common Stock. Unless earlier accelerated or forfeited under the terms of the RSU granted to reporting person on 4/27/2020, 100% of the awards vest and convert into Common Stock twenty four months from the grant date. |
| 6. Each performance-based RSU granted to reporting person on 2/28/2020 represents the right to receive, following vesting, up to 200% of one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the first day of the fiscal year of 2020 and ending on the last day of the fiscal year of 2022. |
| 7. Each RSU granted to reporting person on 2/28/2020 represents the right to receive, following vesting, one share of Common Stock. Unless earlier forfeited under the terms of the RSU, 33-1/3% of the awards vest and convert into Common Stock on each of the first three anniversaries of the grant date. |
| 8. Stock options granted to reporting person on 2/28/2020, unless earlier forfeited under the terms of the Options, 33-1/3% of the options vest and become exercisable on each of the first three anniversaries of the grant date. |
| 9. Restricted stock units granted to reporting person on 2/22/2019, 33-1/3% of the awards vest and convert into Common Stock on each of the first three anniversaries of the grant date. |
| 10. Each performance-based RSU granted to reporting person on 2/22/2019 represents the right to receive, following vesting, up to 150% of one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the first day of the fiscal year of 2019 and ending on the last day of the fiscal year of 2021. |
| Willard A. Blair, as Attorney-in-Fact for TRICIA L. FULTON | 02/01/2021 | |
| ** 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. | ||