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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Barlow Jeff D. 300 UNIVERSITY AVENUE SUITE 100 SACRAMENTO, CA 95825 |
Chief Legal Officer |
Jeff D. Barlow | 10/11/2017 | |
**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) | The sale was made pursuant to Reporting Person's Rule 10b5-1 Trading Plan that was established on September 5, 2017. |
(2) | Represents the rounded selling price for all 5,224 shares. |
(3) | The shares vest as follows: (i) 9,474 shares shall vest in one-third increments over three years, on each of March 1, 2018, March 1, 2019, and March 1, 2020; (ii) 3,132 shares shall vest based on the Company's 2017 after tax profit margin; (iii) 3,132 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 3,132 shares shall vest based upon the Company's 2017 STARS ratings; (v) 4,698 shares shall vest upon the Company's achievement of certain business development targets; (vi) 6,263 shares shall vest in two increments on each of March 7, 2018 and March 7, 2019; continued |
(4) | (vii) 1,885 shares shall vest based on the Company's 2017 annual premium revenue achievement; (viii) 1,885 shares shall vest based on the Company's 2017 net profit margin achievement; (ix) 1,885 shares shall vest based on pre-tax income in fiscal year 2017; (x) 1,885 shares shall vest upon the Company's achieving a three-year Total Stockholder Return (TSR) for the three-year period ending December 31, 2017 as determined by ISS calculations that is greater than the median TSR achieved by the Company's 2015 ISS peer group; and (xi) 1,885 shares shall vest on April 1, 2018; the remainder of the shares are vested. |