Statement of Changes in Beneficial Ownership (4)
November 19 2018 - 6:19PM
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
*
Dungan Jefferson
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2. Issuer Name
and
Ticker or Trading Symbol
CONTROL4 CORP
[
CTRL
]
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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)
SVP Bus. Development
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(Last)
(First)
(Middle)
C/O CONTROL4 CORPORATION, 11734 S. ELECTION ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2018
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(Street)
SALT LAKE CITY, UT 84020
(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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11/15/2018
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M
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1417
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A
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(1)
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14506
(8)
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D
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Common Stock
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11/15/2018
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F
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416
(2)
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D
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$22.21
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14090
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D
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Common Stock
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11/15/2018
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M
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1233
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A
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(1)
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15323
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D
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Common Stock
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11/15/2018
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F
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547
(2)
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D
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$22.21
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14776
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D
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Common Stock
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11/15/2018
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M
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1417
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A
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(1)
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16193
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D
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Common Stock
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11/15/2018
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F
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575
(2)
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D
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$22.21
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15618
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D
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Common Stock
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11/15/2018
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M
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1233
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A
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(1)
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16851
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D
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Common Stock
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11/15/2018
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F
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547
(2)
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D
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$22.21
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16304
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D
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Common Stock
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324
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I
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By 401(k) Plan
(3)
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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-based Restricted Stock Units
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(1)
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11/15/2018
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M
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1417
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(4)
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(4)
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Common Stock
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1417
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$0
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1417
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D
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Performance-based Restricted Stock Units
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(1)
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11/15/2018
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M
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1233
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(5)
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(5)
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Common Stock
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1233
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$0
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6167
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D
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Restricted Stock Units
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(1)
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11/15/2018
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M
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1417
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(6)
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(6)
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Common Stock
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1417
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$0
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1417
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D
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Restricted Stock Units
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(1)
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11/15/2018
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M
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1233
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(7)
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(7)
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Common Stock
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1233
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$0
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6167
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D
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Explanation of Responses:
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(1)
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Each Unit represents the right to receive, at settlement, one share of common stock at no cost.
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(2)
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The federal and state tax withholding due at the vesting of these Units was satisfied by Control4 through a net issuance of these shares, which were retained by Control4 as treasury stock, and the requisite withholding amount was paid to the relevant tax authorities by Control4 on behalf of the Reporting Person. We used the closing price of the shares on the day prior to the vest date for withholding calculations.
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(3)
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Shares held in Reporting Person and spouse's 401(k) Plan.
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(4)
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This PSU award was granted on January 1, 2016. One-third of the shares in the award vested on February 10, 2017 due to the achievement of a certain 2016 financial performance goal. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.
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(5)
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This PSU award was granted on January 3, 2017. One-third of the shares in the award vested on February 15, 2018 due to the achievement of a certain 2017 financial performance goal. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.
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(6)
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This RSU award was granted on January 1, 2016. One-third of the shares in the award vested on February 10, 2017. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.
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(7)
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This RSU award was granted on January 3, 2017. One-third of the shares in the award vested on February 15, 2018. The remaining shares vest as follows, an additional 1/12 of the shares vest quarterly, on the 15th of May, August, November and February in each of the following eight quarters.
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(8)
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Since the date of the reporting person's last ownership report, he transferred 13,090 shares of Control4 common stock and employee stock options to purchase 12,187 shares of Control4 common stock to his ex-wife pursuant to a domestic relations order. The transferred options consist of: 1,639 shares from an ISO granted 12/31/2014; 3,048 from an NSO granted 12/31/2014; 4,917 shares from an ISO granted 2/28/2014; and 2,583 shares from an NSO granted 2/28/2014. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.
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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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Dungan Jefferson
C/O CONTROL4 CORPORATION
11734 S. ELECTION ROAD
SALT LAKE CITY, UT 84020
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SVP Bus. Development
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Signatures
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/s/ Jonathan Tanner, Attorney in fact for Jefferson Dungan
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11/19/2018
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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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