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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) | 06/11/2024 | M | 3,025 | (3) | (3) | Common Stock | 3,025 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BORGESON JOHN A. 1200 PAGE MILL ROAD PALO ALTO, CA 94304 |
See Remarks | |||
| /s/ David Peinsipp, Attorney-in-Fact for John A. Borgeson | 06/13/2024 | |
| **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) | Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's common stock. |
| (2) | 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 the RSUs on June 11, 2024. The sale satisfies the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The sale is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c). |
| (3) | One-fourth (1/4th) of the RSUs vested on June 11, 2021, upon the achievement of certain performance criteria ("Performance Achievement Date"); thereafter, the RSUs vested in three equal annual installments on each of the first, second, and third anniversaries of the Performance Achievement Date, subject, in each case, to the Reporting Person's status as a Service Provider (as defined in the 2018 Equity Incentive Plan) on each vesting date. |
| Remarks: Executive Vice President and Chief Financial Officer |
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