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 DIGIRAD CORP [ DRAD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 02/01/2016 | ||||||||||||||||||||||||||
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 | 02/01/2016 | M | 14,449 | A | (1)(2) | 32,085 | D | |||
Common Stock(3) | 02/01/2016 | F | 5,585 | D | $5.12 | 26,500 | D |
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 | ||||||||
Restricted Stock Unit | (1)(2) | 02/01/2016 | M | 14,449 | (4) | (4) | Common Stock | 14,449 | (1) | 43,348 | D | ||||
Stock Option (right to buy) | $5.12 | 02/01/2016 | A | 41,306 | (5) | 02/01/2026 | Common Stock | 41,306 | $0.00 | 41,306 | D | ||||
Restricted Stock Unit | (1) | 02/01/2016 | A | 40,847 | (6) | (6) | Common Stock | 40,847 | $0.00 | 40,847 | D |
Explanation of Responses: |
1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. |
2. This transaction represents the settlement of Restricted Stock Units in shares of common stock on their scheduled vesting date. |
3. Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on vesting of Restricted Stock Units. No shares were sold. |
4. On February 1, 2015 the reporting person was granted 57,797 Restricted Stock Units. As to this grant, 25% of the Restricted Stock Units fully vested on February 1, 2016 and the remaining Restricted Stock Units vest as to 25% of units on each of February 1, 2017, February 1, 2018 and February 1, 2019, with vesting of 50% of each such Restricted Stock Unit tranche subject to the satisfaction of certain performance criteria to be determined and approved by the Compensation Committee with respect to each such period. |
5. These Stock Options are scheduled to vest as to 25% of the options on each of February 1, 2017, February 1, 2018, February 1, 2019 and February 1, 2020, subject to the reporting person continuing to provide service through each such date. |
6. The Restricted Stock Units are scheduled to vest as to 25% of the units on each of February 1, 2017, February 1, 2018, February 1, 2019 and February 1, 2020, with vesting of 50% of each such Restricted Stock Unit tranche to be further subject to the satisfaction of certain performance criteria to be determined and approved by the Compensation Committee with respect to each such period. |
/s/ Oliver Yasbek, as Attorney-in-fact | 02/02/2016 | |
** 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. |