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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 | ||||||||
| Performace Restricted Stock Units | (2) | 10/15/2024 | A | 55,000 | (2) | (2) | Common Stock | 55,000 | $ 0 | 55,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Badjate Pramod 350 E. PLUMERIA DR. SAN JOSE, CA 95134 |
President & GM, NFB | |||
| /s/ Kirsten Daru | 10/21/2024 | |
| **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) | One-third (1/3rd) of the RSUs will vest on the one-year anniversary of the Vesting Start Date, July 31, 2024, and one-twelfth (1/12th) of the RSUs will vest each quarter thereafter on the quarterly anniversary of the Vesting Start Date (or if there is no corresponding day, on the last day of the quarter), provided that Participant (as defined in the applicable plan governing the equity award) continues to be a Service Provider (as defined in the applicable plan governing the equity award) through such date. |
| (2) | PSUs will become eligible to vest based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix during the performance period beginning on April 27, 2024 and ending on December 31, 2026 or Adjusted Performance Period. 100% of the Eligible PSUs (if any) will vest on the three-year anniversary of the Vesting Start Date (7/31/24) provided that Participant continues to be a Service Provider through the Vesting Date; provided, however, that the vesting of the Eligible PSUs may be accelerated pursuant to (i) the applicable plan governing the equity award and (ii) the Change in Control and Severance Agreement by and between the Company and Participant. In no event shall any Eligible PSUs vest following termination of Participant's status as a Service Provider, except pursuant to the Severance Agreement. |