Statement of Changes in Beneficial Ownership (4)
January 04 2016 - 5:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Urban Robert M.
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2. Issuer Name
and
Ticker or Trading Symbol
Lifevantage Corp
[
LFVN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
9785 SOUTH MONROE STREET, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2015
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(Street)
SANDY, UT 84070
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/31/2015
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M
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7466
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A
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(1)
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40750
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D
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Common Stock
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12/31/2015
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F
(2)
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3196
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D
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$9.52
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37554
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Stock Units
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(1)
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12/31/2015
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M
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7466
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(1)
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12/31/2015
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Common Stock
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7466.0
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(1)
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0
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D
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Performance Stock Units
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(3)
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1/4/2016
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A
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15333
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(3)
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12/31/2016
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Common Stock
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15333.0
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$0
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15333
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D
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Performance Stock Units
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(4)
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1/4/2016
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A
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15333
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(4)
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12/31/2017
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Common Stock
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15333.0
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$0
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15333
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D
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Performance Stock Units
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(5)
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1/4/2016
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A
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15334
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(5)
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12/31/2018
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Common Stock
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15334.0
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$0
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15334
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D
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Explanation of Responses:
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(
1)
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Each Performance Stock Unit represented a contingent right for the reporting person to receive a distribution of common shares of the issuer equal to 0% to 200% of a target number of Performance Stock Units equal to 66,667. The actual number of shares distributed has been determined based on the issuer's total stockholder return (TSR) performance during the performance period of 1/1/2015 through 12/31/2015 (the "Completed Performance Period"). The vesting for 50% of the target Performance Stock Units was determined based upon the issuer's absolute TSR for the Completed Performance Period as compared to a matrix of fixed numeric values and the vesting for the other 50% of the target Performance Stock Units was determined based upon a relative comparison of the issuer's TSR to the Vanguard Russell 2000 exchange traded fund TSR for the Completed Performance Period.
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(
2)
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These shares were withheld to satisfy tax withholding obligations in connection with the vesting of Performance Stock Units described in Footnote (1).
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(
3)
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Subject generally to the reporting person's continued service with the issuer, each Performance Stock Unit represents a contingent right for the reporting person to receive, within thirty days after the end of the Performance Period, a distribution of common shares of the issuer equal to 0% to 200% of the reported target number of Performance Stock Units. The actual number of shares distributed will be based on the issuer's total stockholder return (TSR) performance during the performance period of 1/1/2016 through the earlier of 12/31/2016 or a change in control of the issuer ("Performance Period"). The vesting for 50% of the target Performance Stock Units is based upon the issuer's absolute TSR for the Performance Period as compared to a matrix of fixed numeric values and the vesting for the other 50% of the target Performance Stock Units is based upon a relative comparison of the issuer's TSR to the Vanguard Russell 2000 exchange traded fund TSR for the Performance Period.
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(
4)
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The vesting and distribution conditions for the reported target Performance Stock Units are the same as described under footnote (1), except that the Performance Period is 1/1/2017 through the earlier of 12/31/2017 or a change in control of the issuer.
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(
5)
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The vesting and distribution conditions for the reported target Performance Stock Units are the same as described under footnote (1), except that the Performance Period is 1/1/2018 through the earlier of 12/31/2018 or a change in control of the issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Urban Robert M.
9785 SOUTH MONROE STREET, SUITE 300
SANDY, UT 84070
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Chief Operating Officer
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Signatures
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/s/ Robert M. Urban
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1/4/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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