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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ELECTRONICS FOR IMAGING INC [ EFII ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/08/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 (RSU) | (1) | 11/08/2018 | A | 47,288 | (2) | (2) | Common Stock | 47,288 | $0 | 47,288 | D | ||||
Restricted Stock Unit (RSU) | (1) | 11/08/2018 | A | 47,288 | (3) | (3) | Common Stock | 47,288 | $0 | 47,288 | D | ||||
Restricted Stock Unit (RSU) | (1) | 11/08/2018 | A | 25,220 | (4) | (4) | Common Stock | 25,220 | $0 | 25,220 | D | ||||
Restricted Stock Unit (RSU) | (1) | 11/08/2018 | A | 37,831 | (5) | (5) | Common Stock | 37,831 | $0 | 37,831 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of the common stock of Electronics For Imaging, Inc. (the "Company"). |
2. The award is scheduled to vest, if, within three years of the grant date, the average per-share closing price of the Company's common stock for 60 consecutive trading days is equal to or greater than certain targets, as follows: one-third will vest if the average per-share closing price is equal to or greater than $38.00, one-third will vest if the average per-share closing price is equal to or greater than $42.50, and one-third will vest if the average per-share closing price is equal to or greater than $47.00, in each case subject to the reporting person's continued employment with the Company through the applicable vesting dates and provided that no portion of this award will vest before the one-year anniversary of the grant date. |
3. A tranche of this award is scheduled to vest contingent on the Company's achievement of specified levels of growth in revenue and revenue growth relative to a subset of companies from the Nasdaq composite index for each of the fiscal years ending December 31, 2019, December 31, 2020, and December 31, 2021. A second tranche of this award is scheduled to vest contingent on the Company's achievement of specified levels of growth in earnings per share relative to growth of cash from operations relative to non-GAAP operating income growth, for each of the fiscal years ending December 31, 2019, December 31, 2020, and December 31, 2021. The target number of restricted stock units subject to the award is reported in the table above. Subject to the performance-based vesting requirements and the reporting person's continued employment through the applicable vesting date, the award will vest between 0% and 150% of the target number of units. |
4. This award is scheduled to vest with respect to 100% the award on November 8, 2019, subject to the reporting person's continued employment with the Company through the applicable vesting date and that the reporting person has relocated to the San Francisco Bay Area by October 22, 2019. |
5. This award is scheduled to vest with respect to two-thirds of the award on November 8, 2020, and with respect to one-third of the award on November 8, 2021 subject to the reporting person's continued employment with the Company through the applicable vesting dates. |
Remarks: |
/s/ William Muir | 11/09/2018 | |
** 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. |