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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-Based Restricted Stock Units (PSUs) | (4) | 10/23/2018 | M | 33,333 | (5) | (5) | Emcore Common Stock | 33,333 (4) | (2) | 40,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RITTICHIER JEFFREY 2015 W. CHESTNUT STREET ALHAMBRA, CA 91803 |
Chief Executive Officer |
/s/ Ryan Hochgesang, attorney in fact | 10/24/2018 | |
**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 of Issuer common stock subject to an award of performance-based restricted stock units ("PSUs") that vests based on the Issuer's total shareholder return ("TSR") compared to pre-established TSR goals, based on the TSR of the Russell Microcap Index, that were set by the Compensation Committee of the Board of Directors. The Compensation Committee determined on October 23, 2018 that the number of PSUs earned was 31.38% of the target number of PSUs subject to the second tranche of the award. |
(2) | The PSUs were awarded to the Reporting Person for no cash or other similar consideration. |
(3) | Represents the number of shares required to be withheld in accordance with Rule 16b-3 to cover the Reporting Person's tax withholding obligations in connection with the vesting of the PSUs reported herein. |
(4) | Each PSU represented a contingent right to receive one share of the Issuer's common stock, based on the Issuer's TSR compared to pre-established relative TSR goals, based on the TSR of the Russell Microcap Index, that were set by the Compensation Committee of the Board of Directors. The aggregate number of shares issued may range from zero (0) to 200% of the target number of shares granted. |
(5) | PSUs that become vested and nonforfeitable are paid in shares of Common Stock as soon as practicable following the vesting date. |