| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | L | Common Stock | Options Exercise | $0 | +8.22K | +7.69% | $0.00 | 115K | Feb 7, 2024 | Direct | F1 |
| transaction | L | Common Stock | Tax liability | -$331K | -4.55K | -3.95% | $72.81 | 111K | Feb 7, 2024 | Direct | F2 |
| transaction | L | Common Stock | Sale | -$267K | -3.68K | -3.32% | $72.69 | 107K | Feb 7, 2024 | Direct | F3, F4 |
| transaction | L | Common Stock | Options Exercise | $0 | +9.59K | +8.98% | $0.00 | 116K | Feb 8, 2024 | Direct | F5 |
| transaction | L | Common Stock | Tax liability | -$385K | -5.31K | -4.56% | $72.66 | 111K | Feb 8, 2024 | Direct | F6 |
| transaction | L | Common Stock | Sale | -$308K | -4.29K | -3.86% | $71.91 | 107K | Feb 8, 2024 | Direct | F3, F7 |
| holding | L | Common Stock | 7.88M | Feb 7, 2024 | By Trusts |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | L | Restricted Stock Units | Options Exercise | $0 | -8.22K | -50% | $0.00 | 8.22K | Feb 7, 2024 | Common Stock | 8.22K | Direct | F1, F8 | |
| transaction | L | Restricted Stock Units | Options Exercise | $0 | -9.59K | -100% | $0.00* | 0 | Feb 8, 2024 | Common Stock | 9.59K | Direct | F5, F8 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 7, 2022, the Reporting Person was awarded 16,447 RSUs ("2022 RSUs"), subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2022. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 6, 2023 and the 2022 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs vested on February 7, 2024. The remaining 2022 RSUs vest on February 7, 2025. |
| F2 | The Reporting Person is reporting the withholding by the Issuer of shares of common stock that vested in respect of the 2022 RSUs on February 7, 2024 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| F3 | This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 6, 2023. |
| F4 | Represents the weighted average price of multiple transactions with a range of prices between $72.45 and $72.92. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold. |
| F5 | Represents the conversion upon vesting of RSUs into common stock. On February 8, 2021, the Reporting Person was awarded 19,184 RSUs ("2021 RSUs"), subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2021. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 7, 2022 and the 2021 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs vested on February 8, 2023. The remaining 2021 RSUs vested on February 8, 2024. |
| F6 | The Reporting Person is reporting the withholding by the Issuer of shares of common stock that vested in respect of the 2021 RSUs on February 8, 2024 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| F7 | Represents the weighted average price of multiple transactions with a range of prices between $71.57 and $72.14. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold. |
| F8 | Each RSU represents a contingent right to receive one share of the Issuer's common stock. |