| 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 Iridium Communications Inc. [ IRDM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2019 | ||||||||||||||||||||||||||
| 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 | 03/01/2019 | F(1) | 2,942 | D | $23.15 | 213,525 | D | |||
| Common Stock | 03/01/2019 | F(2) | 3,518 | D | $23.15 | 210,007 | D | |||
| Common Stock | 03/01/2019 | A | 24,158(3) | A | $0.00 | 234,165 | D | |||
| Common Stock | 03/01/2019 | F(4) | 5,368 | D | $23.15 | 228,797 | D | |||
| Common Stock | 03/04/2019 | A | 11,967(5) | A | $0.00 | 240,764 | D | |||
| Common Stock | 03/04/2019 | F(6) | 5,319 | D | $22.9 | 235,445 | D | |||
| Common Stock | 03/04/2019 | M(7) | 2,500 | A | $8.31 | 237,945 | D | |||
| Common Stock | 03/04/2019 | S(7) | 2,500 | D | $22.86(8) | 235,445 | D | |||
| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $8.31 | 03/04/2019 | M(7) | 2,500 | (9) | 02/21/2021 | Common Stock | 2,500 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units. |
| 2. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the non-reportable vesting and settlement of a restricted stock unit award that previously vested with respect to one-half of the shares underlying the award on March 1, 2018. The amount being reported herein represents amounts withheld to satisfy tax withholding obligations in connection with the vesting and settlement of the remaining one-half on March 1, 2019. |
| 3. These shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. Of the shares underlying this restricted stock award, one-half vested on March 1, 2019 and the remainder will vest on March 1, 2020, subject to the reporting person's continuous service with the issuer as of the vesting date. |
| 4. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (3) herein. |
| 5. Represents the vested portion of a performance-based restricted stock unit award based on the issuer's satisfaction of certain performance criteria. In light of the performance-based vesting conditions of the award, such award was not reportable under Section 16 until vesting was determined, which occurred on March 4, 2019. |
| 6. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (5) herein. |
| 7. These exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 8, 2018. |
| 8. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $22.61 to $23.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. Immediately exercisable. |
| Remarks: |
| /s/Brian Leaf, Attorney-in-Fact | 03/05/2019 | |
| ** 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. | ||
