XML 33 R23.htm IDEA: XBRL DOCUMENT v3.23.2
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2023
shares
Jun. 30, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During the quarter ended June 30, 2023, the following directors and Section 16 officers adopted contracts, instructions, or written plans for the purchase or sale of our securities. Each of these intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (“10b5-1 Plan”). None of our directors or Section 16 officers adopted or terminated a “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the covered period.

The 10b5-1 Plans included a representation from each officer to the broker administering the plan that they were not in possession of any material nonpublic information regarding the company or the securities subject to the plan. A similar representation was made to the company in connection with the adoption of the plan under the company’s insider trading policy. Those representations were made as of the date of adoption of each 10b5-1 Plan.
NameTitleActionDate AdoptedExpiration DateAggregate # of Securities to be Bought/Sold
Bridget Frey(1)
Chief Technology OfficerAdoptionMay 15, 2023May 11, 202444,819
Anthony Kappus(2)
Chief Legal OfficerAdoptionMay 31, 2023March 6, 202458,850
Chris Nielsen(3)
Chief Financial OfficerAdoptionMay 31, 2023March 15, 202440,000
(1) Bridget Frey, our Chief Technology Officer, entered into a Rule 10b5-1 Plan on May 15, 2023. Ms. Frey’s 10b5-1 Plan provides for the potential sale of up to 44,819 shares of our common stock dependent upon the attainment of certain trading prices for our common stock according to limit orders set forth in Ms. Frey’s 10b5-1 Plan. If these trading prices are not attained at such time as these limit orders are in effect Ms. Frey may sell less than 44,819 shares of our common stock.
(2) Anthony Kappus, our Chief Legal Officer, entered into a Rule 10b5-1 Plan on May 31, 2023. Mr. Kappus’s plan provides for the potential sale of up to 14,424 shares of our common stock underlying previously vested Restricted Stock Units. Mr. Kappus’s plan also provides for the potential sale of shares of our common stock underlying future-vesting Restricted Stock Units and Performance Units. For purposes of calculating the Aggregate # of Securities to be Sold under Mr. Kappus’s 10b5-1 Plan, we have assumed that these Performance Stock Units will vest at 100% attainment and have not removed the number of shares to be withheld for income taxes.
(3) Chris Nielsen, our Chief Financial Officer, entered into a Rule 10b5-1 Plan on May 31, 2023. Mr. Nielsen’s 10b5-1 Plan provides for the potential sale of 40,000 shares of our common stock.
Rule 10b5-1 Arrangement Adopted true  
Non-Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Terminated false  
Bridget Frey [Member]    
Trading Arrangements, by Individual    
Name Bridget Frey(1)  
Title Chief Technology Officer  
Adoption Date May 15, 2023  
Arrangement Duration 362 days  
Aggregate Available 44,819 44,819
Anthony Kappus [Member]    
Trading Arrangements, by Individual    
Name Anthony Kappus(2)  
Title Chief Legal Officer  
Adoption Date May 31, 2023  
Arrangement Duration 280 days  
Aggregate Available 58,850 58,850
Chris Nielsen [Member]    
Trading Arrangements, by Individual    
Name Chris Nielsen(3)  
Title Chief Financial Officer  
Adoption Date May 31, 2023  
Arrangement Duration 289 days  
Aggregate Available 40,000 40,000
Anthony Kappus Trading Arrangement, Restricted Stock Units [Member] | Anthony Kappus [Member]    
Trading Arrangements, by Individual    
Aggregate Available 14,424 14,424