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
SVMK Inc. [ SVMK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2021 | ||||||||||||||||||||||||||
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 | 02/17/2021 | S | 21,816(1) | D | $21.17 | 969,241(2) | D | |||
Common Stock | 24,330(3) | I | Trust | |||||||
Common Stock | 24,330(4) | I | Trust | |||||||
Common Stock | 16,219(5) | I | Trust |
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 | ||||||||
Non-Qualified Stock Option (right to buy) | $21.99 | 02/16/2021 | A | 580,911 | (6) | 02/16/2031 | Common Stock | 580,911 | $0.00 | 580,911 | D |
Explanation of Responses: |
1. These shares were automatically sold to cover tax withholding obligations in connection with the vesting of restricted stock units. |
2. Certain of these securities are restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock, subject to the applicable vesting schedule and conditions. |
3. The shares are held by the Jason and Jennifer Lurie Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Person's spouse is the trustee. |
4. The shares are held by the Eliza and Larry Becker Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Person's spouse is the trustee. |
5. The shares are held by the Scott and Caitlin Vogelsong Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Person's spouse is the trustee. |
6. Grant of Performance-based Stock Options ("Performance NSO"). The Performance NSO shall become exercisable, if at all, depending on the satisfaction of both a Time-Based Service Requirement and a Stock Price Achievement Requirement as follows: (i) the Time-Based Service Requirement of the Performance NSO grant is met over three years. 1/12th of the total number of Performance NSOs will meet the Time-Based Service Requirement on 5/15/2021 and 1/12th of the total number of Performance NSOs will meet the Time-Based Service Requirement quarterly thereafter, subject to the Reporting Person's continued employment or service to the Company until the Time-Based Service Requirement is fully satisfied; and (ii) the Stock Price Achievement Requirement will be satisfied if, on or before 2/16/2025, the average closing price of the Company's common stock has equaled or exceeded 133% of the Performance NSO Exercise Price for 30 consecutive trading days. |
Remarks: |
Adam M. Inglis, by power of attorney | 02/18/2021 | |
** 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. |