Statement of Changes in Beneficial Ownership (4)
April 03 2020 - 12:32PM
Edgar (US Regulatory)
FORM 4
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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
*
Menon Rajasekhar |
2. Issuer Name and Ticker or Trading Symbol
HELIOS TECHNOLOGIES, INC.
[
HLIO
]
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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) Officer |
(Last)
(First)
(Middle)
1500 WEST UNIVERSITY PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2020 |
(Street)
SARASOTA, FL 34243
(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 | 4/1/2020 | | M | | 1030 | A | $34.5 | 1609.56 (1) | D | |
Common Stock | 4/1/2020 | | F | | 251 (2) | D | $34.5 | 1358.56 | 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 | $0 (3) | 4/1/2020 | | M | | | 1030 | (3) | (3) | Common Stock | 1030 | $0 | 2061 | D | |
Performance-based Restricted Stock Units | (4) | | | | | | | (4) | (4) | Common Stock | 3090 | | 3090 | D | |
Performance-based Restricted Stock Units | (5) | | | | | | | (6) | (6) | Common Stock | 5159 | | 5159 | D | |
Restricted Stock Units | (7) | | | | | | | (8) | (8) | Common Stock | 2579 | | 2579 | D | |
Non-qualified Stock Options (right to buy) | $39.75 | | | | | | | (9) | 2/28/2030 | Common Stock | 2579 | | 2579 | D | |
Explanation of Responses: |
(1) | Includes shares purchased through the Helios Technologies, Inc. Employee Stock Purchase Plan (2.2889 dividend reinvestment shares). |
(2) | No shares were sold - these shares were withheld by the issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units. |
(3) | Restricted stock units granted to reporting person on 4/1/2019, 33-1/3% of the awards vest and convert into Common Stock on each of the first three anniversaries of the grant date. |
(4) | Performance-based restricted stock units granted to the reporting person on 4/1/2019, unless earlier forfeited under the terms of the performance-based RSU, each performance-based RSU vests and converts into no more than 150% of one share of Common Stock after the determination of the achievement of the performance goals during the three-year performance period ending on the last day of the Company's fiscal year ending January 1, 2022. |
(5) | Each performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of Helios Technologies common stock (Common Stock). The number of shares of Common Stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the first day of the Company's fiscal year ending January 2, 2020 and ending on the last day of the Company's fiscal year ending December 31, 2022. |
(6) | Unless earlier forfeited under the terms of the performance-based RSU, each performance-based RSU vests and converts into no more than 200% of one share of Common Stock after the determination of the achievement of the performance goals during the three-year performance period beginning on the first day of the Company's fiscal year ending January 2, 2020 and ending on the last day of the Company's fiscal year ending December 31, 2022. |
(7) | Each RSU represents the right to receive, following vesting, one share of Common Stock. |
(8) | Unless earlier forfeited under the terms of the RSU, 33-1/3% of the awards vest and convert into Common Stock on each of the first three anniversaries of the grant date. |
(9) | Unless earlier forfeited under the terms of the Options, 33-1/3% of the options vest and become exercisable on each of the first three anniversaries of the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Menon Rajasekhar 1500 WEST UNIVERSITY PARKWAY SARASOTA, FL 34243 |
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| Officer |
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Signatures
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Gregory C. Yadley, as Attorney-in-Fact for Rajasekhar Menon | | 4/3/2020 |
**Signature of Reporting Person | Date |
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