Statement of Changes in Beneficial Ownership (4)
April 02 2020 - 4:14PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
KALETA PAUL J |
2. Issuer Name and Ticker or Trading Symbol
FIRST SOLAR, INC.
[
FSLR
]
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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) EVP, Genl Counsel & Secretary |
(Last)
(First)
(Middle)
C/O FIRST SOLAR, INC., 350 WEST WASHINGTON ST., SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2020 |
(Street)
TEMPE, AZ 85281-1244
(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 | 3/31/2020 | | M | | 4980 (1) | A | $0 | 27559 | D | |
Common Stock | 3/31/2020 | | F | | 2309 (2) | D | $36.06 | 25250 | D | |
Common Stock | 3/31/2020 | | M | | 2224 (3) | A | $0 | 27474 | D | |
Common Stock | 3/31/2020 | | F | | 1031 (2) | D | $36.06 | 26443 | D | |
Common Stock | 3/31/2020 | | M | | 2677 (4) | A | $0 | 29120 | D | |
Common Stock | 3/31/2020 | | F | | 1241 (2) | D | $36.06 | 27879 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 | (5) | 3/31/2020 | | M | | | 4980 | (6) | (6) | Common Stock | 4980 | $0 | 0 | D | |
Restricted Stock Units | (5) | 3/31/2020 | | M | | | 2224 | (7) | (7) | Common Stock | 2224 | $0 | 2224 | D | |
Restricted Stock Units | (5) | 3/31/2020 | | M | | | 2677 | (8) | (8) | Common Stock | 2677 | $0 | 5353 | D | |
Explanation of Responses: |
(1) | Represents shares of common stock issued upon vesting of 25% of the restricted stock units granted on March 7, 2017. |
(2) | Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations with the vesting of the restricted stock units. |
(3) | Represents shares of common stock issued upon vesting of 25% of the restricted stock units granted on March 6, 2018. |
(4) | Represents shares of common stock issued upon vesting of 25% of the restricted stock units granted on March 6, 2019. |
(5) | Each restricted stock unit represents the right to receive, upon vesting, one share of the Issuer's common stock in accordance with the Issuer's 2015 Omnibus Incentive Compensation Plan. |
(6) | The restricted stock units were granted on March 7, 2017 as part of the Issuer's annual equity grant to executive officers. These units were scheduled to vest annually at a rate of 25% on each anniversary of the grant date, commencing on the first anniversary of the grant date. Twelve months of vesting occurred on March 31, 2020, the effective date of the Reporting Person's termination of employment with the issuer, pursuant to the Reporting Person's Employment Agreement. |
(7) | The restricted stock units were granted on March 6, 2018 as part of the Issuer's annual equity grant to executive officers. These units were scheduled to vest annually at a rate of 25% on each anniversary of the grant date, commencing on the first anniversary of the grant date. Twelve months of vesting occurred on March 31, 2020, the effective date of the Reporting Person's termination of employment with the issuer, pursuant to the Reporting Person's Employment Agreement. |
(8) | The restricted stock units were granted on March 6, 2019 as part of the Issuer's annual equity grant to executive officers. These units were scheduled to vest annually at a rate of 25% on each anniversary of the grant date, commencing on the first anniversary of the grant date. Twelve months of vesting occurred on March 31, 2020, the effective date of the Reporting Person's termination of employment with the issuer, pursuant to the Reporting Person's Employment Agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KALETA PAUL J C/O FIRST SOLAR, INC. 350 WEST WASHINGTON ST., SUITE 600 TEMPE, AZ 85281-1244 |
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| EVP, Genl Counsel & Secretary |
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Signatures
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/s/ Jason E. Dymbort, attorney-in-fact | | 4/2/2020 |
**Signature of Reporting Person | Date |
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