Statement of Changes in Beneficial Ownership (4)
June 09 2014 - 5:40PM
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
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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
*
Cumbaa Charles T
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2. Issuer Name
and
Ticker or Trading Symbol
BLACKBAUD INC
[
BLKB
]
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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 of Business Development
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(Last)
(First)
(Middle)
2000 DANIEL ISLAND DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2014
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(Street)
CHARLESTON, SC 29492
(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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6/6/2014
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M
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4167
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A
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$12.40
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40448
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D
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Common Stock
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6/6/2014
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D
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1456
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D
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$35.50
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38992
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D
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Common Stock
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6/6/2014
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F
(1)
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932
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D
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$35.50
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38060
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D
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Common Stock
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6/6/2014
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S
(2)
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1779
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D
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$35.50
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36281
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D
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Common Stock
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1750
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I
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By Chelsea Michelle Cumbaa Irrevocable Trust
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Common Stock
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1750
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I
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By Alexander Thomas Cumbaa Irrevocable Trust
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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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Stock Appreciation Right
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$12.40
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6/6/2014
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M
(2)
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4167
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(3)
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11/8/2015
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Common Stock
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4167
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$0.00
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5000
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D
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Stock Appreciation Right
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$22.34
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(4)
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11/11/2016
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Common Stock
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6375
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6375
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D
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Stock Appreciation Right
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$26.79
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(5)
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11/7/2017
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Common Stock
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26042
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26042
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D
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Stock Appreciation Right
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$28.06
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(6)
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11/9/2018
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Common Stock
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24648
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24648
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D
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Performance Stock Appreciation Right
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$22.24
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(7)
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11/5/2019
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Common Stock
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86358
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86358
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D
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Explanation of Responses:
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(
1)
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Represents shares forfeited to the company in connection with the satisfaction of tax liabilities incurred upon the exercise of stock appreciation rights.
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(
2)
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This exercise and sale was effected pursuant to a Rule 10b5-1 trading plan executed by the reporting person on May 8, 2014 and effective on May 12, 2014.
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(
3)
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Represents a stock appreciation right which vested in four equal installments beginning on November 7, 2009, subject to continued employment, and shall be settled in stock at time of exercise.
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(
4)
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Represents a stock appreciation right which vested in four equal annual installments beginning on November 10, 2010, subject to continued employment, and shall be settled in stock at time of exercise.
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(
5)
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Represents a stock appreciation right which vests in four equal annual installments beginning on November 8, 2011, subject to continued employment, and shall be settled in stock at time of exercise.
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(
6)
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Represents a stock appreciation right which vests in four equal annual installments beginning on November 10, 2012, subject to continued employment, and shall be settled in stock at time of exercise.
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(
7)
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For full text of this footnote 7, see Remarks.
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Remarks:
(Text to footnote 7) Represents a performance stock appreciation right ("PSAR") which will vest if the Issuer has maintained a 25% increase in its stock price over $22.24 for any 30 consecutive days prior to the expiration date of the PSAR (the "Performance Metric"), such vesting to occur in four equal annual installments beginning on November 6, 2013, if the Issuer meets the Performance Metric prior to such date. If the Issuer meets the Performance Metric between November 6, 2013 and November 6, 2014, 25% of the PSAR shall vest upon the Issuer meeting the Performance Metric and the remaining 75% shall vest in three equal annual installments beginning on November 6, 2014. If the Issuer meets the Performance Metric between November 6, 2014 and November 6, 2015, 50% of the PSAR shall vest upon the Issuer meeting the Performance Metric and the remaining 50% shall vest in two equal annual installments beginning on November 6, 2015. If the Issuer meets the Performance Metric between November 6, 2015 and November 6, 2016, 75% of the PSAR shall vest upon the Issuer meeting the Performance Metric and the remaining 25% shall vest on November 6, 2016. If the Issuer meets the Performance Metric after November 6, 2016, but prior to the expiration date of the PSAR, then 100% of the PSAR shall vest upon the Issuer meeting the Performance Metric. In all cases, PSARs shall only vest subject to continued employment and shall be settled in stock at the time of exercise.
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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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Cumbaa Charles T
2000 DANIEL ISLAND DRIVE
CHARLESTON, SC 29492
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SVP of Business Development
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Signatures
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/s/ Donald R. Reynolds, Attorney-in-Fact
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6/9/2014
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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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