06/17/2025 | Press release | Distributed by Public on 06/17/2025 17:16
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 Units | $ 0 (2) | 06/15/2025 | M | 6,250 | (3) | (4) | Class A Common Stock | 6,250 | $ 0 (2) | 6,250 | D | ||||
Restricted Stock Units | $ 0 (2) | 06/15/2025 | M | 5,237 | (5) | (4) | Class A Common Stock | 5,237 | $ 0 (2) | 31,422 | D | ||||
Restricted Stock Units | $ 0 (2) | 06/15/2025 | M | 1,337 | (6) | (4) | Class A Common Stock | 1,337 | $ 0 (2) | 6,685 | D | ||||
Restricted Stock Units | $ 0 (2) | 06/15/2025 | M | 4,553 | (7) | (4) | Class A Common Stock | 4,553 | $ 0 (2) | 45,530 | D | ||||
Restricted Stock Units | $ 0 (2) | 06/15/2025 | M | 5,841 | (8) | (4) | Class A Common Stock | 5,841 | $ 0 (2) | 81,768 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Garefis Amy 3000 OCEAN PARK BLVD., SUITE 3000 SANTA MONICA, CA 90405 |
EVP, Chief People Officer |
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person | 06/17/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units (the "RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. |
(2) | Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. |
(3) | The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on March 15, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(4) | RSUs do not expire; they either vest or are canceled prior to vesting date. |
(5) | The RSUs vest and are scheduled to settle as of 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(6) | The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, with the first two vesting tranches scheduled to settle on March 15, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(7) | The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(8) | The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2025 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. |