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 BREEZE-EASTERN CORP [ BZC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 05/28/2015 | ||||||||||||||||||||||||||
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 |
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 Option (Right to Buy) | $10.41 | 05/28/2015 | A | 40,000 | (1)(2)(3) | 05/28/2025 | Common Stock | 40,000 | $0.00 | 40,000 | D |
Explanation of Responses: |
1. An option to purchase five thousand (5,000) Shares is immediately exercisable upon grant, and the option to purchase the remaining 35,000 Shares will vest in installments of five thousand (5,000) shares based upon whether the average closing price of our common stock over the preceding thirty-day period (the "Trailing Price") exceeds certain pre-determined thresholds within certain timeframes. Specifically, (i) options to purchase five thousand (5,000) Shares will vest when the average closing price of the Common Stock after the Option Issue Date and for the preceding thirty (30) days (the "Trailing Price") exceeds an amount equal to or greater than the Exercise Price plus one dollar ($1.00); |
2. (continued from footnote 1) (ii) at any time after the first anniversary of the Option Issue Date, (A) options to purchase five thousand (5,000) Shares will vest when the Trailing Price exceeds an amount equal to or greater than the Exercise Price plus two dollars ($2.00); and (B) options to purchase five thousand (5,000) Shares will vest when the Trailing Price exceeds an amount equal to or greater than the Exercise Price plus three dollars ($3.00); (iii) at any time after the second anniversary of the Option Issue Date, (A) options to purchase five thousand (5,000) Shares will vest when the Trailing Price exceeds an amount equal to or greater than the Exercise Price plus four dollars ($4.00); and (B) options to purchase five thousand (5,000) Shares will vest when the Trailing Price exceeds an amount equal to or greater than the Exercise Price plus five dollars ($5.00); and |
3. (continued from footnote 2) (iv) at any time after the third anniversary of the Option Issue Date, (A) options to purchase five thousand (5,000) Shares will vest when the Trailing Price exceeds an amount equal to or greater than the Exercise Price plus six dollars ($6.00); and (B) options to purchase five thousand (5,000) Shares will vest when the Trailing Price exceeds an amount equal to or greater than the Exercise Price plus seven dollars ($7.00). |
Remarks: |
Serge Dupuis | 06/01/2015 | |
** 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. |