05/09/2025 | Press release | Distributed by Public on 05/09/2025 10:27
FORM 4
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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 05/07/2025 | M | 301,667 | (1) | (1) | Common Stock | 301,667 | $ 0 | 603,333 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stinchcomb Clinton Larry 8484 GEORGIA AVE., SUITE 700 SILVER SPRING, MD 20910 |
X | President and CEO |
/s/ Talha Sarhandi as attorney-in-fact for Clint Stinchcomb | 05/09/2025 | |
**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) | On October 09, 2024 ("Grant Date"), the Company granted Clint Stinchcomb 905,000 restricted stock units ("RSUs") under the 2020 Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of common stock. On May 07, 2025, the Board and Compensation Committee determined that the Company met the ("First Performance Condition") of $4,500,000 in adjusted free cash flow and, as a result, one third 301,667 of these RSUs vested. The remaining two third 603,333 RSUs will vest upon the Company's achieving $9,000,000 in adjusted free cash flow ("Second Performance Condition") during the period October 1, 2024, to September 30, 2025 (Performance Period). In the event that the Second Condition is not met, the remaining two third of unvested RSUs will be cancelled. All vesting events are subject to continued employment on each applicable vesting date. |
(2) | Represents the withholding of shares of the Company's common stock for tax purposes in connection with the vesting of restricted stock units previously granted. |