1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Non-Qualified Stock Option (right to buy)
|
Â
(2)
|
02/28/2021 |
Common Stock
|
2,710
|
$
54.07
|
D
|
Â
|
Non-Qualified Stock Option (right to buy)
|
Â
(5)
|
08/17/2021 |
Common Stock
|
3,588
|
$
45.11
|
D
|
Â
|
Performance Stock Unit
|
Â
(6)
|
02/25/2021 |
Common Stock
|
1,199
|
$
0
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 represents a contingent right to recieve one share of Dealertrack common stock. The restricted stock units vest in four equal annual installments which will begin on March 1, 2015 and will be fully vested on March 1, 2018. |
(2) |
25% of the shares subject to the option will vest on March 1, 2015 and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on March 1, 2018. |
(3) |
1,246 of these shares of common stock are being held in escrow in connection with the purchase of Dealer.com by Dealertrack. |
(4) |
Each restricted stock unit represents a contingent right to receive one share of Dealertrack common stock. The restricted stock units vest in four equal annual installments beginning August 20, 2015. |
(5) |
25% of the shares subject to the option will vest on August 20, 2015 and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on August 20, 2018. |
(6) |
The Performance Stock Units will vest in full on February 28, 2017 subject to the achievement of certain performance goals. These performance goals are equally based on both the Company's Revenue for calendar year 2014 and
the total shareholder return of the Company's common stock as compared to other companies in the NASDAQ Software Index in the aggregate for calendar years 2014, 2015 and 2016. |