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 Digital Turbine, Inc. [ APPS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2020 | ||||||||||||||||||||||||||
| 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 | 06/01/2020(1) | J(1) | 33,156(1) | A | $0 | 1,010,136 | D | |||
| Common Stock | 06/01/2020(1) | J(1) | 72,674(1) | A | $0 | 1,082,810 | D | |||
| Common Stock | 06/01/2020 | A | 37,764(2)(3) | A | $0 | 1,120,574 | 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 Units(2) | $0.0 | 06/01/2020(1) | J(1) | 33,156 | (4) | (4) | Common Stock | 33,156 | $0 | 0 | D | ||||
| Restricted Stock Units(2) | $0.0 | 06/01/2020(1) | J(1) | 72,674 | (4) | (4) | Common Stock | 72,674 | $0 | 0 | D | ||||
| Performance Stock Units(5) | $0.0 | 06/01/2020 | A | 37,764(6) | 06/05/2023 | (4) | Common Stock | 37,764(6) | $0 | 37,764(6) | D | ||||
| Employee Stock Options (right to buy)(7)(8) | $6.62 | 06/01/2020 | A | 142,315 | 06/01/2021 | 06/03/2030 | Common Stock | 142,315 | $0 | 142,315 | D | ||||
| Explanation of Responses: |
| 1. The reported transaction was previously reported as a grant of restricted stock units in Table II of Form 4. The reporting person has elected to report such restricted stock units in Table I rather than Table II and the reported transaction reflects such change in reporting. The total reported in Column 5 now includes the previously reported restricted stock units on Table II as common stock. |
| 2. Restricted Stock Units ("RSUs") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan. |
| 3. RSUs vest over three years. One-third of the RSUs vest on the first anniversary of the grant date (i.e., the date indicated). The balance vest proportionately each month during the remaining two years. |
| 4. Not applicable |
| 5. Performance Stock Units ("PSUs") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan. |
| 6. This is a target only. The value of PSUs is tied to satisfaction of certain performance criteria (other than the price of Issuer's common stock) determined after the close of FY2023. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied. The actual number of shares ultimately deliverable ranges from -0- to 75,528 (subject to any subsequent stock splits and the like). |
| 7. Employee stock options (right to buy)("Options") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan. |
| 8. Options vest over four years. 25% of the Options vest on the first anniversary of the grant date, and the balance vests proportionately each month during the remaining three years. The date exercisable reflected in Column 6 of Table II reflects the first vesting date (i.e., the first anniversary of the grant date). |
| Remarks: |
| /s/ William Gordon Stone III | 06/03/2020 | |
| ** 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. | ||