| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/28/2016 | 3. Issuer Name and Ticker or Trading Symbol NEUSTAR INC [ NSR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (2)(3)(4) | Class A Common Stock | 11,880 | 0.00 | D | |
| Restricted Stock Units | (5) | (2)(3)(4) | Class A Common Stock | 38,180 | 0.00 | D | |
| Explanation of Responses: |
| 1. One-third of the restricted stock units vest on each of July 25, 2017, 2018 and 2019. |
| 2. Following a Change in Control (as defined in the Neustar, Inc. Amended and Restated 2009 Stock Incentive Plan (the "Plan")) following which any portion of the Reporting Person's RSUs remains unvested, upon the Reporting Person's Termination (as defined in the Plan) (i) by reason of the Reporting Person's death or Disability (as defined in the Plan), (ii) by the Company without Cause (as defined in the Plan), (iii) by the Reporting Person with Good Reason (as defined in the Plan), in each case, within two (2) years after such Change in Control (as defined in the Plan), the Reporting Person's RSUs shall immediately vest in full upon such Termination. |
| 3. Upon the Reporting Person's Termination due to Retirement (as defined in the Plan), a number of unvested RSUs (if any) equal to the product of (i) the number of RSUs that would have become vested on the next scheduled Vesting Date (as defined in the Plan) had the Reporting Person's employment continued through such Vesting Date and (ii) a fraction, the numerator of which is the number of days from the last Vesting Date preceding the date of such Termination (or in the case of a Termination prior to the first such Vesting Date, the number of days from the Grant Date (as defined in the Plan)) through the date of such Termination, and the denominator of which is the number of days from the last Vesting Date preceding the date of such Termination (or in the case of a Termination prior to the first such Vesting Date, the number of days from the Grant Date) through the next scheduled Vesting Date, shall immediately vest. |
| 4. Upon the Reporting Person's Termination (as defined in the Plan) (i) by the Company for Cause (as defined in the Plan) or (ii) by the Reporting Person (x) voluntarily, and (y) other than due to the Reporting Person's Retirement (as defined in the Plan), any unvested RSUs shall immediately be forfeited without compensation. |
| 5. 38.9% vests on January 31, 2017 and 61.1% vests on January 31, 2018. |
| Remarks: |
| /s/ Paul S. Lalljie, by power of attorney | 10/21/2016 | |
| ** 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 5 (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. | ||
