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) 02/13/2015 | ||||||||||||||||||||||||||
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 | 02/13/2015 | S | 617 | D | $44.55(1) | 22,488 | D | |||
Common Stock | 02/13/2015 | A | 11,407(2) | A | $0.00 | 33,895 | D | |||
Common Stock | 02/13/2015 | A | 4,573(3) | A | $0.00 | 38,468 | 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 | ||||||||
Performance Stock Appreciation Right | $22.24 | (4) | 11/05/2019 | Common Stock | 40,252 | 40,252 | D | ||||||||
Stock Appreciation Right | $26.79 | (5) | 11/07/2017 | Common Stock | 5,581 | 5,581 | D | ||||||||
Stock Appreciation Right | $28.06 | (6) | 11/09/2018 | Common Stock | 11,444 | 11,444 | D |
Explanation of Responses: |
1. This transaction was executed in multiple trades at prices ranging from $44.55 to $44.56. 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. |
2. Represents a restricted stock award which vests in four equal annual installments beginning on February 13, 2016, subject to continued employment. |
3. On February 13, 2015, the Compensation Committee determined that these performance based restricted stock units ("PRSUs") vested based on the Issuer achieving performance goals for the period ending December 31, 2014, for PRSUs granted in 2014. |
4. Represents a performance stock appreciation right ("PSAR") which vests in four equal annual installments beginning on November 6, 2013 since the Issuer maintained a 25% increase in its stock price over $22.24 for 30 consecutive days prior to November 6, 2013. The PSARs shall only vest subject to continued employment and shall be settled in stock at the time of exercise. |
5. Represents a stock appreciation right which vested in four equal annual installments beginning on November 8, 2011, subject to continued employment and an exercise price less than the closing price of the Issuer's common stock on each vesting date. The stock appreciation right shall be settled in stock at the time of exercise. |
6. Represents a stock appreciation right which vests in four equal annual installments beginning on November 10, 2012, subject to continued employment and an exercise price less than the closing price of the Issuer's common stock on each vesting date. The stock appreciation right shall be settled in stock at the time of exercise. |
Remarks: |
/s/ Donald R. Reynolds, Attorney-in-Fact | 02/17/2015 | |
** 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. |