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) 03/20/2019 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 03/20/2019 | M | 3,106 | A | (1) | 99,722 | D | |||
Common Stock | 03/20/2019 | M | 1,425 | A | (1) | 101,147 | D | |||
Common Stock | 03/20/2019 | M | 4,112 | A | (1) | 105,259 | D | |||
Common Stock | 03/20/2019 | F | 2,626(2) | D | $27.15 | 102,633 | D |
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) | (3) | 03/20/2019 | M | 3,106 | (4) | 03/20/2019 | Common Stock | 3,106 | $0 | 0 | D | ||||
Restricted Stock Unit (RSU) | (3) | 03/20/2019 | M | 1,425 | (5) | 03/20/2019 | Common Stock | 1,425 | $0 | 0 | D | ||||
Restricted Stock Unit (RSU) | (3) | 03/20/2019 | M | 4,112 | (6) | 03/20/2019 | Common Stock | 4,112 | $0 | 0 | D |
Explanation of Responses: |
1. Upon vesting, each restricted stock unit was converted into one share of the common stock of Electronics For Imaging, Inc. (the "Company"). |
2. Represents shares of common stock withheld by the issuer for tax purposes upon vesting of RSUs. This transaction is exempt under Rule 16b-3(e). |
3. Each RSU represents a contingent right to receive one share of the Company's common stock. |
4. This is a performance-based award granted on March 20, 2018. A portion of this RSU award vested on the date on which the Compensation Committee of the Board of Directors of the Company (the "Committee") calculated, reviewed and approved the Company's performance for the year ended December 31, 2018, based on the Company's achievement of the target revenue for such year. The remainder of the award did not vest and was cancelled as of that date. Vesting of the award was subject to the reporting person's continued employment with the Company through the vesting date. |
5. This is a performance-based award granted on March 20, 2018. A portion of this RSU award vested on the date on which the Committee calculated, reviewed and approved the Company's performance for the year ended December 31, 2018, based on the Company's achievement of the target non-GAAP operating income for such year. The remainder of the award did not vest and was cancelled as of that date. Vesting of the award was subject to the reporting person's continued employment with the Company through the vesting date. |
6. This is a performance-based award granted on March 20, 2018. A portion of this RSU award vested on the date on which the Committee calculated, reviewed and approved the Company's performance for the year ended December 31, 2018, based on the Company's achievement of specified cash from operations goals for such year. Vesting of the award was subject to the reporting person's employment with the Company through the vesting date. |
Remarks: |
/s/ Marc Olin | 03/22/2019 | |
** 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. |