Statement of Changes in Beneficial Ownership (4)
March 01 2021 - 06:16PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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 *
BEARMAN ASHER |
2. Issuer Name and Ticker or Trading
Symbol TRUPANION, INC. [ TRUP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Strategy Officer |
(Last)
(First)
(Middle)
C/O TRUPANION, INC., 6100 4TH AVENUE S, SUITE 200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/25/2021
|
(Street)
SEATTLE, WA 98108
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
2/25/2021 |
|
M |
|
1220 |
A |
(1) |
3088 |
D |
|
Common Stock |
2/25/2021 |
|
F |
|
454 (2) |
D |
$94.72 |
2634 |
D |
|
Common Stock |
2/25/2021 |
|
M |
|
2080 |
A |
(1) |
4714 |
D |
|
Common Stock |
2/25/2021 |
|
F |
|
735 (2) |
D |
$94.72 |
3979 |
D |
|
Common Stock |
2/25/2021 |
|
M |
|
8686 |
A |
(1) |
12665 |
D |
|
Common Stock |
2/25/2021 |
|
F |
|
3358 (2) |
D |
$94.72 |
9307 |
D |
|
Common Stock |
2/25/2021 |
|
S |
|
7815 (3) |
D |
$96.512 (4) |
1492 |
D |
|
Common Stock |
2/25/2021 |
|
M |
|
67162 |
A |
$4.77 |
68654 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 Unit (RSU) |
(1) |
2/25/2021 |
|
M |
|
|
1220 |
(5) |
2/25/2022 |
Common Stock |
1220.0 |
$0 |
4878 |
D |
|
Restricted Stock Unit (RSU) |
(1) |
2/25/2021 |
|
M |
|
|
2080 |
(6) |
2/25/2023 |
Common Stock |
2080.0 |
$0 |
16634 |
D |
|
Restricted Stock Unit (RSU) |
(1) |
2/25/2021 |
|
M |
|
|
8686 |
(7) |
2/25/2024 |
Common Stock |
8686.0 |
$0 |
26055 |
D |
|
Stock Option (right to buy) |
$4.77 |
2/25/2021 |
|
M |
|
|
67162 |
(8) |
8/2/2023 |
Common Stock |
67162.0 |
$0 |
0 |
D |
|
Explanation of
Responses: |
(1) |
Restricted stock units
convert into common stock on a one-for-one basis. |
(2) |
This Form 4 discloses the
shares of common stock that have been withheld by the issuer to
satisfy its income tax withholding and remittance obligations in
connection with the vesting of the restricted stockunits, and does
not represent a sale by the reporting person. |
(3) |
Sale was made to cover tax
obligations. |
(4) |
The reported price in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $96.29 to $97.21 per share,
inclusive. The reporting person undertakes to provide to the
issuer, any security holder of the issuer, or the staff of the
Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within
the range set forth in this footnote (4). |
(5) |
The RSU vests and will
convert to common stock of the Issuer as to 1/4th of the total
shares on February 25, 2019, after which 1/16th of the total shares
vest quarterly, subject to continued service through each vesting
date. |
(6) |
The RSU vests and will
convert to common stock of the Issuer as to 1/4th of the total
shares on February 25, 2020, after which 1/16th of the total shares
vest quarterly, subject to continued service through each vesting
date. |
(7) |
The RSU vests and will
convert to common stock of the Issuer as to 1/4th of the total
shares on February 25, 2021, after which 1/16th of the total shares
vest quarterly, subject to continued service through each vest
date. |
(8) |
This stock option grant is
fully vested. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
BEARMAN ASHER
C/O TRUPANION, INC.
6100 4TH AVENUE S, SUITE 200
SEATTLE, WA 98108 |
|
|
Chief Strategy Officer |
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Signatures
|
/s/ Charlotte Sim-Warner as attorney-in-fact for
Asher Bearman |
|
3/1/2021 |
**Signature of
Reporting Person |
Date |