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
EMCORE CORP [ EMKR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/23/2023 | ||||||||||||||||||||||||||
|
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 | ||||||
| Restricted Stock Units | 03/23/2023 | A | 80,800 | A | (1) | 163,903(2) | D | |||
| Common Stock | 03/23/2023 | F | 2,520(3) | D | $1.15 | 161,383 | 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 | ||||||||
| Performance-Based Restricted Stock Units (PSUs) | (4) | 03/23/2023 | A | 80,800(4) | (5) | (5) | Common Stock | 80,800(4) | $0 | 80,800(4) | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit (RSU) represents a contingent right to receive one share of EMCORE common stock. The RSUs were issued pursuant to the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan. The RSUs vest as to 1/4 of the underlying shares on each of the first four anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. |
| 2. On August 29, 2022, the Reporting Person filed a Form 4 which inadvertently reported that he directly owned 91,603 shares of Common Stock. The Reporting Person directly owned 83,103 shares of Common Stock following the transactions reported on such Form 4. |
| 3. On March 23, 2021, the Reporting Person was granted 34,000 RSUs, vesting in four equal annual installments beginning on the first anniversary of the grant date, which grant was previously reported on a Form 4, Table I. The Reporting Person vested in 8,500 shares on March 23, 2023 from this RSU award. The number of shares reported here represents the number of shares required to be withheld in accordance with Rule 16b-3 to cover the Reporting Person's tax withholding obligation in connection with the vesting of the RSUs on March 23, 2023. |
| 4. Each Performance-Based Restricted Stock Unit (PSU) represents a contingent right to receive one share of EMCORE common stock, based on a threshold average closing share price for EMCORE's common stock, as set by the Compensation Committee of the Board of Directors, during any 30-day period within the three-year period following the grant date. |
| 5. Either zero (0) or 100% of the PSUs will vest, if at all, on March 23, 2026, subject to the Reporting Person's continued service with the Issuer through such date. |
| Remarks: |
| Ryan Hochgesang, attorney in fact | 03/27/2023 | |
| ** 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. | ||