| 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
BLACKBAUD INC [ BLKB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2013 | ||||||||||||||||||||||||||
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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 | 08/27/2013 | M | 37,500 | A | $26.11 | 63,724 | D | |||
| Common Stock | 08/27/2013 | D | 14,607 | D | $35.75 | 49,117 | D | |||
| Common Stock | 08/27/2013 | D | 12,185 | D | $37.5 | 36,932 | D | |||
| Common Stock | 08/27/2013 | F(1) | 1,853 | D | $35.75 | 35,079 | D | |||
| Common Stock | 08/27/2013 | F(1) | 1,826 | D | $37.5 | 33,253 | D | |||
| Common Stock | 08/27/2013 | S(2) | 3,630 | D | $36.59(3) | 29,623 | D | |||
| Common Stock | 1,750 | I | By Chelsea Michelle Cumbaa Irrevocable Trust | |||||||
| Common Stock | 1,750 | I | By Alexander Thomas Cumbaa Irrevocable Trust | |||||||
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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 Appreciation Right | $26.11 | 08/27/2013 | M(2) | 37,500 | (4) | 11/07/2014 | Common Stock | 37,500 | $0.00 | 15,833 | D | ||||
| Stock Appreciation Right | $12.4 | (5) | 11/08/2015 | Common Stock | 9,167 | 9,167 | D | ||||||||
| Stock Appreciation Right | $22.34 | (6) | 11/11/2016 | Common Stock | 25,500 | 25,500 | D | ||||||||
| Stock Appreciation Right | $26.79 | (7) | 11/07/2017 | Common Stock | 26,042 | 26,042 | D | ||||||||
| Stock Appreciation Right | $28.06 | (8) | 11/09/2018 | Common Stock | 24,648 | 24,648 | D | ||||||||
| Performance Stock Appreciation Right | $22.24 | (9) | 11/05/2019 | Common Stock | 86,358 | 86,358 | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares forfeited to the company in connection with the satisfaction of tax liabilities incurred upon the exercise of stock appreciation rights. |
| 2. This exercise and sale was effected pursuant to a Rule 10b5-1 trading plan executed by the reporting person on August 6, 2013 and effective on August 12, 2013. |
| 3. This transaction was executed in multiple trades at prices ranging from $36.57 to $37.50. The price reported in Column 4 is a weighted average price. 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 and prices at which the transactions were effected. |
| 4. Represents a stock appreciation right which vested in four equal annual installments beginning on November 6, 2008 and shall be settled in stock at time of exercise. |
| 5. Represents a stock appreciation right which vested in four equal installments beginning on November 7, 2009, subject to continued employment, and shall be settled in stock at time of exercise. |
| 6. Represents a stock appreciation right which vests in four equal annual installments beginning on November 10, 2010, subject to continued employment, and shall be settled in stock at time of exercise. |
| 7. Represents a stock appreciation right which vests in four equal annual installments beginning on November 8, 2011, subject to continued employment, and shall be settled in stock at time of exercise. |
| 8. Represents a stock appreciation right which vests in four equal annual installments beginning on November 10, 2012, subject to continued employment, and shall be settled in stock at time of exercise. |
| 9. For full text of this footnote 9, see Remarks. |
| Remarks: |
| (Text to footnote 9) Represents a performance stock appreciation right ("PSAR") which will vest if the Issuer has maintained a 25% increase in its stock price over $22.24 for any 30 consecutive days prior to the expiration date of the PSAR (the "Performance Metric"), such vesting to occur in four equal annual installments beginning on November 6, 2013, if the Issuer meets the Performance Metric prior to such date. If the Issuer meets the Performance Metric between November 6, 2013 and November 6, 2014, 25% of the PSAR shall vest upon the Issuer meeting the Performance Metric and the remaining 75% shall vest in three equal annual installments beginning on November 6, 2014. If the Issuer meets the Performance Metric between November 6, 2014 and November 6, 2015, 50% of the PSAR shall vest upon the Issuer meeting the Performance Metric and the remaining 50% shall vest in two equal annual installments beginning on November 6, 2015. If the Issuer meets the Performance Metric between November 6, 2015 and November 6, 2016, 75% of the PSAR shall vest upon the Issuer meeting the Performance Metric and the remaining 25% shall vest on November 6, 2016. If the Issuer meets the Performance Metric after November 6, 2016, but prior to the expiration date of the PSAR, then 100% of the PSAR shall vest upon the Issuer meeting the Performance Metric. In all cases, PSARs shall only vest subject to continued employment and shall be settled in stock at the time of exercise. |
| /s/ Donald R. Reynolds, Attorney-in-Fact | 08/29/2013 | |
| ** 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. | ||