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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 | ||||||||
Performance Share Units | $ 0 | 08/06/2018 | M(1) | 80,784 | (7) | (7) | Common Stock | 80,784 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Whitehurst James M C/O RED HAT, INC. 100 EAST DAVIE STREET RALEIGH, NC 27601 |
X | CEO & President |
/s/ Brandon Asbill, Atty in Fact UPOA | 08/08/2018 | |
**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 earned by the reporting person under the Performance Share Unit Agreement between the reporting person and the Company dated August 6, 2014. |
(2) | Represents shares withheld from the reporting person to satisfy reporting person's tax obligations related to the vesting. |
(3) | This stock sale was effected pursuant to a Rule 10b5-1 trading plan effective November 7, 2017. |
(4) | Represents the weighted average sale price per share. The shares were sold at prices ranging from $141.91 - $142.90 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
(5) | Represents the weighted average sale price per share. The shares were sold at prices ranging from $142.91 - $143.65 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
(6) | Represents the weighted average sale price per share. The shares were sold at prices ranging from $143.86-144.44 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
(7) | Performance share unit award's vesting is subject to the achievement of a performance objective relating to a significant increase in total shareholder return. Subject to continued service, (i) 50% of the award vests upon achievement of the performance objective and (ii) the remaining 50% vests on August 6, 2018. |