Mark C. Thurmond - 20 Feb 2024 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Role
Chief Operating Officer
Signature
/s/ David Bartholomew, Attorney-in-Fact
Issuer symbol
TENB
Transactions as of
20 Feb 2024
Net transactions value
-$118,997
Form type
4
Filing time
22 Feb 2024, 20:50:29 UTC
Previous filing
09 Feb 2024
Next filing
27 Feb 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TENB Common Stock Options Exercise $0 +4,561 +17% $0.000000 31,886 20 Feb 2024 Direct
transaction TENB Common Stock Sale $67,019 -1,450 -4.5% $46.22 30,436 21 Feb 2024 Direct F1
transaction TENB Common Stock Options Exercise $0 +4,648 +15% $0.000000 35,084 22 Feb 2024 Direct
transaction TENB Common Stock Options Exercise $0 +14,851 +42% $0.000000 49,935 22 Feb 2024 Direct
transaction TENB Common Stock Sale $51,978 -1,089 -2.2% $47.73 48,846 22 Feb 2024 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TENB Restricted Stock Units Options Exercise $0 -4,561 -20% $0.000000 18,244 20 Feb 2024 Common Stock 4,561 Direct F3, F4
transaction TENB Performance Restricted Stock Units Award $0 +18,594 $0.000000 18,594 22 Feb 2024 Common Stock 18,594 Direct F3, F5
transaction TENB Performance Restricted Stock Units Options Exercise $0 -4,648 -25% $0.000000 13,946 22 Feb 2024 Common Stock 4,648 Direct F3, F5
transaction TENB Restricted Stock Units Options Exercise $0 -14,851 -25% $0.000000 44,555 22 Feb 2024 Common Stock 14,851 Direct F3, F6
transaction TENB Restricted Stock Units Award $0 +69,888 $0.000000 69,888 22 Feb 2024 Common Stock 69,888 Direct F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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).

Explanation of Responses:

Id Content
F1 The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
F2 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F4 25% of the shares underlying the RSUs vested on February 17, 2022, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
F5 On February 21, 2024, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 22, 2023 and determined a 93.9% payout for the measurement period based on the Issuer's fiscal year 2023 criteria. 25% of the shares underlying the PRSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
F6 25% of the shares underlying the RSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
F7 25% of the shares underlying the RSUs vest on February 22, 2025, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.