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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 12/07/2023 | A | 7,180 | (2) | (2) | Common Stock | 7,180 | $ 0 | 35,072 | D | ||||
| Performance-based Restricted Stock Units | (1) | 12/07/2023 | A | 7,180 | (3)(4)(5) | (3)(4)(5) | Common Stock | 7,180 | $ 0 | 17,684 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GLENN JOHN C/O IRADIMED CORPORATION 1025 WILLA SPRINGS DR. WINTER SPRINGS, FL 32708 |
CHIEF FINANCIAL OFFICER | |||
| /s/ John Glenn | 12/11/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted stock units convert into common stock on a one-for-one basis. |
| (2) | The reporting person received restricted stock units ("RSUs") under Iradimed Corporation's 2014 Equity Incentive Plan. The RSUs vest in full on the third anniversary of the grant date, December 7, 2026. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested. |
| (3) | The reporting person received performance-based restricted stock units ("PRSUs") under Iradimed Corporation's 2014 Equity Incentive Plan. Vesting of these PRSUs depends on the reporting person's achievement of specified relative ranking of total shareholder return over a three-year period from December 8, 2023 through December 7, 2026. |
| (4) | If the relative measure at December 7, 2026 and for the three-year period then ended is: (i) less than or equal to 80% of the peer group, no vesting would occur, (ii) between 80% and 100% of the peer group, the number of shares vesting would be pro-rata against the nominal granted shares, (iii) equal to 100% of the peer group, the number of shares vesting would be the nominal granted shares, (iv) between 100%and 120% of the peer group, the number of shares vesting would be pro-rata against an additional tranche of the nominal granted shares plus the nominal granted shares, and (v) if 120% or greater of the peer group, the number of shares vesting would be double the nominal granted shares. |
| (5) | Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of PRSUs that have vested. |