FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAPIENT CORP [ SAPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 02/08/2013 | G(1) | 93,305 | A | $0.00 | 6,630,439(2) | D | ||||||||
Common Stock | 03/08/2013 | G(3) | 74,985 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 03/08/2013 | G(4) | 37,579 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 03/13/2013 | G(5) | 113,476 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 05/08/2013 | G(6) | 99,130 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 06/08/2013 | G(7) | 69,741 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 06/08/2013 | G(8) | 34,952 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 06/13/2013 | G(9) | 105,610 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 08/08/2013 | G(10) | 89,070 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 09/08/2013 | G(11) | 57,814 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 09/08/2013 | G(12) | 28,974 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 09/13/2013 | G(13) | 86,768 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 09/13/2013 | G(14) | 165,026 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 10/01/2013 | G(15) | 160,424 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 11/08/2013 | G(16) | 90,779 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 12/08/2013 | G(17) | 67,711 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 12/08/2013 | G(18) | 33,934 | A | $0.00 | 6,630,439 | D | ||||||||
Common Stock | 59,827(19) | I | JAG Family Trust - 2004(20) | ||||||||||||
Common Stock | 732,800(21) | I | JAG Family Trust - 2011(20) | ||||||||||||
Common Stock | 3,459,472 | I | JAG Remainder Trust - 1996(20) | ||||||||||||
Common Stock | 290 | I | Adi Greenberg Rev Trust (spouse)(20) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On February 8, 2013, 93,305 shares were distributed to the Reporting Person's direct holdings from a grantor retained annuity trust (a "GRAT"), the Jerry A. Greenberg 2-Year GRAT - 2012, pursuant to the terms of the GRAT. Each GRAT listed on this form is administered by an independent trustee. The Reporting Person is the beneficiary of the GRATs and disclaims beneficial ownership of the contributed shares, except to the extent of his pecuniary interest therein. |
2. The Reporting Person's direct holdings include 9,277 units of common stock granted pursuant to restricted stock unit ("RSU") awards. The RSUs are subject to time-based vesting. |
3. On March 8, 2013, 74,985 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT. |
4. On March 8, 2013, 37,579 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT. |
5. On March 13, 2013, 113,476 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 2-Year GRAT - 2011 pursuant to the terms of the GRAT. |
6. On May 8, 2013, 99,130 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 2-Year GRAT - 2012 pursuant to the terms of the GRAT. |
7. On June 8, 2013, 69,741 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT. |
8. On June 8, 2013, 34,952 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT. |
9. On June 13, 2013, 105,610 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 2-Year GRAT - 2011 pursuant to the terms of the GRAT. |
10. On August 8, 2013, 89,070 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 2-Year GRAT - 2012 pursuant to the terms of the GRAT. |
11. On September 8, 2013, 57,814 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT. |
12. On September 8, 2013, 28,974 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT. |
13. On September 13, 2013, 86,768 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 2-Year GRAT - 2011 pursuant to the terms of the GRAT. |
14. On September 13, 2013, 165,026 shares were distributed to the JAG Remainder Trust - 1996 from the Jerry A. Greenberg 2-Year GRAT - 2011 pursuant to the terms of the GRAT. As of December 31, 2013, this GRAT held no shares. |
15. On October 1, 2013, 160,424 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2010 pursuant to the terms of the GRAT. As of December 31, 2013, this GRAT held 503,999 shares. |
16. On November 8, 2013, 90,779 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 2-Year GRAT - 2012 pursuant to the terms of the GRAT. As of December 31, 2013, this GRAT held 401,291 shares. |
17. On December 8, 2013, 67,711 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT. As of December 31, 2013, this GRAT held 377,008 shares. |
18. On December 8, 2013, 33,934 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT. As of December 31, 2013, this GRAT held 687,782 shares. |
19. Reflects a shift from direct to indirect ownership of 775 shares effected by transfer of the shares to the Jerry A. Greenberg Family Trust - 2004 on December 20, 2013. |
20. The Reporting Person disclaims any and all beneficial ownership of the shares held by the Trust. |
21. Reflects a shift from direct to indirect ownership of 4,800 shares effected by transfer of the shares to the Jerry A. Greenberg Family Trust - 2011 on December 20, 2013. |
Remarks: |
/s/ Kimberly C. Nuzum, as Attorney-in-Fact for Jerry A. Greenberg | 02/13/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |