Statement of Changes in Beneficial Ownership (4)
March 01 2021 - 06:18PM
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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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 *
RAWLINGS DARRYL |
2. Issuer Name and Ticker or Trading
Symbol TRUPANION, INC. [ TRUP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO |
(Last)
(First)
(Middle)
C/O TRUPANION, INC., 6100 4TH AVENUE SOUTH, SUITE
200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/25/2021
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(Street)
SEATTLE, WA 98108
(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 |
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) |
596420 |
D |
|
Common Stock |
2/25/2021 |
|
F |
|
480 (2) |
D |
$94.72 |
595940 |
D |
|
Common Stock |
2/25/2021 |
|
M |
|
1505 |
A |
(1) |
597445 |
D |
|
Common Stock |
2/25/2021 |
|
F |
|
592 (2) |
D |
$94.72 |
596853 |
D |
|
Common Stock |
2/25/2021 |
|
M |
|
8392 |
A |
(1) |
605245 |
D |
|
Common Stock |
2/25/2021 |
|
F |
|
3302 (2) |
D |
$94.72 |
601943 |
D |
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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 |
(3) |
2/25/2022 |
Common Stock |
1220.0 |
$0 |
4878 |
D |
|
Restricted Stock Unit (RSU) |
(1) |
2/25/2021 |
|
M |
|
|
1505 |
(4) |
2/25/2023 |
Common Stock |
1505.0 |
$0 |
12040 |
D |
|
Restricted Stock Unit (RSU) |
(1) |
2/25/2021 |
|
M |
|
|
8392 |
(5) |
2/25/2024 |
Common Stock |
8392.0 |
$0 |
25174 |
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 stock units, and does
not represent a sale by the reporting person. |
(3) |
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. |
(4) |
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. |
(5) |
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 vesting
date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
RAWLINGS DARRYL
C/O TRUPANION, INC.
6100 4TH AVENUE SOUTH, SUITE 200
SEATTLE, WA 98108 |
X |
|
CEO |
|
Signatures
|
/s/ Charlotte Sim-Warner as attorney-in-fact for
Darryl Rawlings |
|
3/1/2021 |
**Signature of
Reporting Person |
Date |