Statement of Changes in Beneficial Ownership (4)
June 10 2022 - 04:30PM
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 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Del Bene Robert
F |
2. Issuer Name and Ticker or Trading
Symbol INTERNATIONAL BUSINESS MACHINES CORP [ IBM
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
VP, Controller |
|
(Last)
(First)
(Middle)
IBM CORPORATION, ONE NEW ORCHARD ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/8/2022
|
|
(Street)
ARMONK, NY 10504
(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 |
6/8/2022 |
|
M |
|
971.00 |
A |
$0.00 |
16673.319 |
D |
|
|
Common Stock |
6/8/2022 |
|
F |
|
538.00 |
D |
$141.28 |
16135.319 |
D |
|
|
Common Stock |
6/8/2022 |
|
M |
|
1676.00 |
A |
$0.00 |
17811.319 |
D |
|
|
Common Stock |
6/8/2022 |
|
F |
|
928.00 |
D |
$141.28 |
16883.319 |
D |
|
|
Common Stock |
6/8/2022 |
|
M |
|
1429.00 |
A |
$0.00 |
18312.319 |
D |
|
|
Common Stock |
6/8/2022 |
|
F |
|
791.00 |
D |
$141.28 |
17521.319 |
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 |
|
Rst. Stock Unit |
$0.00 (1) |
6/8/2022 |
|
A (1) |
|
1202.00 |
|
(1) |
(1) |
Common Stock |
1202.00 |
$0.00 |
1202.00 |
D |
|
|
Rst. Stock Unit (2) |
$0.00 (3) |
6/8/2022 |
|
M (4) |
|
|
971.00 |
(3) |
(3) |
Common Stock |
971.00 |
$0.00 |
0.00 (2) |
D |
|
|
Rst. Stock Unit (5) |
$0.00 (3) |
6/8/2022 |
|
M (4) |
|
|
1676.00 |
(3) |
(3) |
Common Stock |
1676.00 |
$0.00 |
3358.00 (5) |
D |
|
|
Rst. Stock Unit (6) |
$0.00 (3) |
6/8/2022 |
|
M (4) |
|
|
1429.00 |
(3) |
(3) |
Common Stock |
1429.00 |
$0.00 |
4293.00 (6) |
D |
|
| Explanation of
Responses: |
| (1) |
This grant provides the
remaining units that were approved by the Compensation Committee
for Mr. Del Bene's 2022 Restricted Stock Unit award. These units
were intended to be included with Mr. Del Bene's February 21, 2022
Restricted Stock Unit grant, but were not previously granted due to
an administrative oversight. Upon lapse of the restrictions, these
units are payable in cash or in the Company's common stock. The
restrictions lapse for 300 of these units on 02/21/23, 300 of these
units on 02/21/24, 300 of these units on 02/21/25 and 302 of these
units on 02/21/26. |
| (2) |
On 06/08/18, the reporting
person was granted 3,750 RSUs, 937 of which vested on 06/08/19, 937
of which vested on 06/08/20, 937 of which vested on 06/08/21, and
939 of which vested on 06/08/22. In connection with the spin-off of
Kyndryl Holdings, Inc. on November 3, 2021, unvested Issuer
restricted stock units were adjusted to reflect additional
restricted stock units, which additional restricted stock units are
included in the figures above. |
| (3) |
These units were payable in
cash or the company's common stock upon the lapse of the
restrictions on the transaction date shown. |
| (4) |
Release of restricted stock
units. |
| (5) |
On 06/08/20, the reporting
person was granted 6,495 RSUs, 1,623 of which vested on 06/08/21,
1,623 of which vested on 06/08/22, 1,623 of which will vest on
06/08/23, and 1,626 of which will vest on 06/08/24. In connection
with the spin-off of Kyndryl Holdings, Inc. on November 3, 2021,
unvested Issuer restricted stock units were adjusted to reflect
additional restricted stock units, which additional restricted
stock units are included in the figures above. |
| (6) |
On 06/08/21, the reporting
person was granted 5,538 RSUs, 1,384 of which vested on 06/08/22,
1,384 of which will vest on 06/08/23, 1,384 of which will vest on
06/08/24, and 1,386 of which will vest on 06/08/25. In connection
with the spin-off of Kyndryl Holdings, Inc. on November 3, 2021,
unvested Issuer restricted stock units were adjusted to reflect
additional restricted stock units, which additional restricted
stock units are included in the figures above. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Del Bene Robert F
IBM CORPORATION
ONE NEW ORCHARD ROAD
ARMONK, NY 10504 |
|
|
VP, Controller |
|
Signatures
|
|
D. Glowienka on behalf of R. F. Del
Bene |
|
6/10/2022 |
| **Signature of
Reporting Person |
Date |
|
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
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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