FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Monotype Imaging Holdings Inc. [ TYPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2018 | ||||||||||||||||||||||||||
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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/02/2018 | A | 40,408(1) | A | $0.00 | 132,811 | D | |||
Common Stock | 03/02/2018 | F | 1,832(2) | D | $23.8 | 130,979 | D | |||
Common Stock | 03/05/2018 | G | 720(3) | D | $0.00 | 130,259 | D |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | $0.00 | 03/02/2018 | A | 4,490 | (4) | (4) | Common Stock | 4,490 | $0.00 | 0 | D |
Explanation of Responses: |
1. Shares acquired pursuant to a restricted stock grant where 25% of such shares vest of the first anniversary of the grant date with the remaining shares vesting quarterly over the following three years. |
2. Transaction represents withholding of shares to satisfy tax withholding obligations upon the vesting of restricted stock award. |
3. Bona fide gift of shares of Common Stock by the reporting person to Snow Farm - The New England Craft Project. The closing market price on the date of transfer was $23.95, however, the reporting person did not receive any value for the gift of these shares. The reporting person specifically disclaims beneficial ownership of these shares. |
4. Represents contingent right to receive 1 share of Common Stock per RSU. Vesting depends on Company achievement of performance-based targets for fiscal year ended Dec. 31, 2018. Percentage of shares eligible to vest (if any) are based on level of target achievement for fiscal 2018. 50% of eligible shares vest on the third day following the date of the Company's filing of Form 10-K for fiscal year 2018 (the "Vesting Date"), and 25% of eligible shares vesting on each of the first and second anniversary of such Vesting Date. If no shares are eligible to vest on the Vesting Date, all shares under this grant are forfeited. |
Remarks: |
/s/ Dawn M. Rogers, Attorney-in-Fact | 03/06/2018 | |
** 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. |