| 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
GLU MOBILE INC [ GLUU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2014 | ||||||||||||||||||||||||||
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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 | 11/04/2013 | G(1) | 10,638 | D | $0.00 | 57,000 | D | |||
| Common Stock | 11/04/2013 | G(1) | 10,638 | A | $0.00 | 25,702 | I | Trust(2) | ||
| Common Stock | 02/13/2014 | M(3) | 4,166 | A | $0.99 | 61,166 | D | |||
| Common Stock | 02/13/2014 | M(3) | 107,500 | A | $1.0648 | 168,866 | D | |||
| Common Stock | 02/13/2014 | M(3) | 37,500 | A | $1.07 | 206,166 | D | |||
| Common Stock | 02/13/2014 | M(3) | 10,834 | A | $1.77 | 217,000 | D | |||
| Common Stock | 02/13/2014 | M(3) | 40,000 | A | $4.39 | 257,000 | D | |||
| Common Stock | 02/13/2014 | S(3) | 200,000 | D | $4.7615(4) | 57,000 | D | |||
| Common Stock | 02/13/2014 | S(3) | 14,870 | D | $4.7632(5) | 10,832 | I | Trust(2) | ||
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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 | ||||||||
| Stock Option (right to buy) | $0.99 | 02/13/2014 | M(3) | 4,166 | (6) | 04/08/2016 | Common Stock | 4,166 | $0.00 | 8,334 | D | ||||
| Stock Option (right to buy) | $1.0648 | 02/13/2014 | M(3) | 107,500 | (7) | 12/16/2015 | Common Stock | 107,500 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $1.07 | 02/13/2014 | M(3) | 37,500 | (8) | 08/07/2015 | Common Stock | 37,500 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $1.77 | 02/13/2014 | M(3) | 10,834 | (9) | 10/21/2016 | Common Stock | 10,834 | $0.00 | 122,499 | D | ||||
| Stock Option (right to buy) | $4.39 | 02/13/2014 | M(3) | 40,000 | (10) | 04/28/2014 | Common Stock | 40,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents a transfer of shares to the Ludwig McKillop Trust, of which the reporting person and his wife, Mary Elizabeth McKillop, are the co-trustees. |
| 2. These shares are held by the Ludwig McKillop Trust |
| 3. The stock option exercises and the sales of the underlying option shares were effected pursuant to a trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934 that Mr. Ludwig entered into on November 13, 2013. |
| 4. Represents a weighted average price, as this transaction was executed in multiple trades at prices ranging from $4.68 to $4.85. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. |
| 5. Represents a weighted average price, as this transaction was executed in multiple trades at prices ranging from $4.69 to $4.85. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. |
| 6. The option vests and becomes exercisable over four years, with 25% of the underlying shares having vested and become exercisable on April 8, 2011, the first anniversary of the grant date, with the remaining underlying shares vesting and becoming exercisable in equal monthly installments over the following three years such that the option will be fully vested on April 8, 2014. |
| 7. The option vested and became exercisable over four years, with 25% of the underlying shares having vested and become exercisable on December 16, 2010, the first anniversary of the grant date, with the remaining underlying shares vesting and becoming exercisable in equal monthly installments over the following three years such that the option became fully vested on December 16, 2013. |
| 8. The option vested and became exercisable with respect to 50% of the underlying shares on the date that a new Chief Executive Officer joined Glu Mobile Inc., which was December 1, 2009 (the "Start Date"), and the remaining 50% of the underlying shares vested and became exercisable on the six-month anniversary of the Start Date, or June 1, 2010. |
| 9. The option vests and becomes exercisable over four years, with 25% of the underlying shares having vested and become exercisable on October 21, 2011, the first anniversary of the grant date, with the remaining underlying shares vesting and becoming exercisable in equal monthly installments over the following three years such that the option will be fully vested on October 21, 2014. |
| 10. The option vested and became exercisable over four years, with 25% of the underlying shares having vested and become exercisable on April 28, 2009, the first anniversary of the grant date, with the remaining underlying shares vesting and becoming exercisable in equal monthly installments over the following three years such that the option became fully vested on April 28, 2012. |
| Remarks: |
| /s/ Eric R. Ludwig | 02/14/2014 | |
| ** 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. | ||