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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 | ||||||||
| Class B Common Stock (4) | (4) | (4) | (4) | Class A Common Stock | 710,562 | 710,562 | I | By living trust | |||||||
| Class B Common Stock (4) | (4) | (4) | (4) | Class A Common Stock | 491,270 | 491,270 | I | By charitable remainder trust | |||||||
| Employee Stock Option to Purchase Class A Common Stock (5) | $ 14.74 | 02/01/2017(6) | 01/31/2026 | Class A Common Stock | 84,210 | 84,210 | D | ||||||||
| Employee Stock Option to Purchase Class A Common Stock (5) | $ 12.4 | 02/01/2018(6) | 01/31/2027 | Class A Common Stock | 200,204 | 200,204 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| VANDERPLOEG MARTIN J. 2900 UNIVERSITY BOULEVARD AMES, IA 50010 |
X | |||
| /s/ Brandon E. Ziegler as attorney-in-fact for Martin J. Vanderploeg | 02/20/2024 | |
| **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) | Represents shares of issuer common stock earned in connection with performance restricted stock units ("PSUs") granted to the Reporting Person on February 1, 2022. The Compensation Committee certified the performance conditions and the PSUs were earned and vested at 80% of the target for the 2022-2023 performance period. Subject to the continued employment of the Reporting Person and achievement of applicable annual revenue growth rate goals, additional PSUs will vest following the completion of the remaining calendar year in the three-year performance period. |
| (2) | Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of PSUs previously granted. |
| (3) | Represents a gift of securities by the reporting person to a revocable living trust. |
| (4) | Each share of Class B Common Stock is convertible, at any time at the election of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, except for certain "qualified transfers" (as defined in the Issuer's Certificate of Incorporation) or (iii) upon the death of a natural person holding shares of Class B Common Stock (subject to certain exceptions as defined in the Issuer's Certificate of Incorporation). |
| (5) | Grant of stock option pursuant to the 2014 Equity Incentive Plan. |
| (6) | Vests in three equal annual installments commencing on the first anniversary of the grant date. |