ADT (ADT) Form 4 ADT / Jochen Koedijk ownership change

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^*

Koedijk Jochen

(Last) (First) (Middle)

C/O ADT INC.

1501 YAMATO ROAD

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADT Inc. [ ADT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/09/2020		A		113,851(1)	A	$0	474,471(2)	D
Common Stock	03/09/2020		A		90,790(3)	A	$0	565,261(2)	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
Stock Options	$5.27	03/09/2020		A		174,082		(4)	03/09/2030	Common Stock	174,082	$0	174,082	D
Stock Options	$8.45(5)							08/13/2021	01/13/2028	Common Stock	101,822		101,822	D
Stock Options	$8.45(5)							08/13/2021	08/13/2028	Common Stock	120,000		120,000	D
Stock Options	$5.48(5)							(6)	03/14/2029	Common Stock	143,540		143,540	D

Explanation of Responses:

1. Reflects the 2020 annual grant of Restricted Stock Units ("RSUs") which vest in equal increments on 3/9/21, 3/9/22 and 3/9/23.

2. Includes 48,543 RSUs and 2,529 Dividend Equivalent Units ("DEUs") previously reported in Table II and 36,762 previously unreported DEUs awarded with respect to awards of RSUs and which vest on various dates through March 14, 2022.

3. Reflects a one-time special equity award of RSUs which vest in equal increments on 3/9/21, 3/9/22 and 3/9/23.

4. Reflects a one-time special equity award of stock options which vest in equal increments on 3/9/21, 3/9/22 and 3/9/23.

5. The exercise price of these outstanding options reflects a reduction of $0.70 as a result of a special cash dividend paid by the Company to its stockholders on December 23, 2019.

6. These stock options vest in three equal increments on 3/14/20, 3/14/21, 3/14/22.

Remarks:

	/s/ Janet Buttery, attorney-in-fact	03/10/2020
	** 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).
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