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 GLU MOBILE INC [ GLUU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/15/2017 | ||||||||||||||||||||||||||
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 | 02/15/2017 | A | 21,687 | A | $0(1) | 697,623 | D | |||
Common Stock | 02/15/2017 | F(2) | 9,495 | D | $2.12 | 688,128 | D | |||
Common Stock | 02/15/2017 | A | 10,937 | A | $0(3) | 699,065 | D | |||
Common Stock | 02/15/2017 | F(2) | 4,725 | D | $2.12 | 694,340 | D | |||
Common Stock | 02/15/2017 | A | 46,875 | A | $0(4) | 741,215 | D | |||
Common Stock | 02/15/2017 | F(2) | 17,616 | D | $2.12 | 723,599 | D | |||
Common Stock | 02/15/2017 | A | 46,875 | A | $0(5) | 770,474 | D | |||
Common Stock | 02/15/2017 | F(2) | 17,343 | D | $2.12 | 753,131 | 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 | ||||||||
Restricted Stock Units | (6) | 02/15/2017 | M(1) | 21,687 | (7) | (7) | Common Stock | 21,687 | $0 | 65,063 | D | ||||
Restricted Stock Units | (6) | 02/15/2017 | M(3) | 10,937 | (8) | (8) | Common Stock | 10,937 | $0 | 54,688 | D | ||||
Restricted Stock Units | (6) | 02/15/2017 | M(4) | 46,875 | (9) | (9) | Common Stock | 46,875 | $0 | 375,000 | D | ||||
Restricted Stock Units | (6) | 02/15/2017 | M(5) | 46,875 | (10) | (10) | Common Stock | 46,875 | $0 | 515,625 | D |
Explanation of Responses: |
1. Vesting of restricted stock units ("RSUs") granted to Mr. de Masi on October 8, 2013. |
2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by Mr. de Masi and cancelled by Glu Mobile Inc. ("Glu") in exchange for Glu's agreement to pay federal and state tax withholding obligations of Mr. de Masi resulting from the vesting of RSUs. Mr. de Masi did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. |
3. Vesting of RSUs granted to Mr. de Masi on April 24, 2014. |
4. Vesting of RSUs granted to Mr. de Masi on June 4, 2015. |
5. Vesting of RSUs granted to Mr. de Masi on October 13, 2015. |
6. Each RSU represents a contingent right to receive one share of Glu common stock. |
7. The RSU vested as to 25% of the total number of shares of subject to the RSU on November 17, 2014 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date was February 15, 2015, the next quarterly vesting date was May 15, 2015, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day. |
8. The RSU vested as to 25% of the total number of shares of subject to the RSU on May 15, 2015 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal 12.5% installments over the next three years following the RSU First Vesting Date on the same day of each sixth month (e.g., the second vesting date was November 15, 2015, the third vesting date was May 15, 2016, etc.); provided, however, that if any portion of the performance RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the performance RSU will vest on the next trading day. |
9. The RSU vested as to 25% of the total number of shares of subject to the RSU on February 15, 2016 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date was May 15, 2016, the next quarterly vesting date was August 15, 2016, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day. |
10. The RSU vested as to 25% of the total number of shares of subject to the RSU on November 15, 2016 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date was February 15, 2017, the next quarterly vesting date will be May 15, 2017, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day. |
/s/ Niccolo M. de Masi | 02/17/2017 | |
** 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. |