Daniel MacLachlan - 02 May 2022 Form 4 Insider Report for Red Violet, Inc. (RDVT)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
04 May 2022, 19:08:05 UTC
Prior SEC filing
14 Feb 2022
Next SEC filing
26 Sep 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Daniel MacLachlan

Key filing fact

Daniel MacLachlan filed Form 4 for Red Violet, Inc. (RDVT) on 04 May 2022.

Key facts

  • This page summarizes Daniel MacLachlan's Form 4 filing for Red Violet, Inc. (RDVT).
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 04 May 2022, 19:08.

Change

  • Previous filing in this sequence was filed on 14 Feb 2022.
  • Current net transaction value: -$737,177.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RDVT transaction

Common Stock

Award

Transaction value
Shares
+100,000
Change %
+35%
Price
Shares after
381,920
Date
02 May 2022
Ownership
Direct
Footnotes
F1, F2, F3, F4, F5
RDVT transaction

Common Stock

Tax liability

Transaction value
$737,177
Shares
-28,266
Change %
-7.4%
Price
$26.08
Shares after
353,654
Date
02 May 2022
Ownership
Direct
Footnotes
F3, F4, F5, F6
RDVT holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
466
Date
02 May 2022
Ownership
Held in IRA
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

A performance grant of Restricted Stock Units (RSUs), which is convertible into common stock of the Company on a one-for-one basis, was approved by the Company's Compensation Committee on October 28, 2019 (the "Performance Grant"), subject to the Performance Criteria described in footnote 2, and described in the Company's definitive proxy statements filed in 2020, 2021 and 2022. On May 2, 2022, the Company's Compensation Committee deemed the Performance Criteria satisfied. In addition to the Performance Criteria, the RSUs were subject to annual time vesting on September 1, 2020, September 1, 2021 and September 1, 2022. As a result, the reporting person was issued 66,667 shares of common stock on May 2, 2022 and 33,333 RSUs remain unvested (as described in footnote 5).

Footnote F2

The Performance Criteria shall be for any fiscal quarter in which the RSUs are outstanding, such RSU shall not vest unless and until the Company has (i) gross revenue determined in accordance with the Company's reviewed or audited financial statements in excess of $12.5 million for such fiscal quarter and positive adjusted EBITDA of at least $2.0 million, and (ii) the recipient continues to provide services to the Company either as an employee, director or consultant on the last day of the quarter that the performance criteria is met. In the event of a change of control, all RSUs which have not vested on the date of such change of control shall immediately vest even if the Performance Criteria have not been met.

Footnote F3

Includes 20,000 RSUs originally granted on November 20, 2020, convertible into common stock of the issuer on a one-for-one basis, which vest in two equal installments on each of November 1, 2022, and November 1, 2023, subject to accelerated vesting under certain conditions.

Footnote F4

Includes 32,500 RSUs originally granted on September 24, 2021, convertible into common stock of the issuer on a one-for-one basis, which vest in three equal installments on each of October 1, 2022, October 1, 2023 and October 1, 2024, subject to accelerated vesting under certain conditions.

Footnote F5

Includes 33,333 RSUs originally granted on October 28, 2019, convertible into common stock of the issuer on a one-for-one basis, which vests on September 1, 2022, subject to accelerated vesting under certain conditions.

Footnote F6

Represents the disposition to issuer for tax obligations upon the vesting of RSUs.

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