XML 88 R74.htm IDEA: XBRL DOCUMENT v3.24.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2023
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

On December 8, 2023, Steve Chapman, our chief executive officer, terminated a trading arrangement for the sale of the Company’s common stock. Such trading arrangement was not intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c), but complied with the then-applicable requirements of Rule 10b5-1(c) when adopted in December 2022. Such trading arrangement provided for the potential sale of approximately 1,029,696 shares between February 27, 2023 and December 31, 2024.

On December 11, 2023, Mr. Chapman adopted a trading arrangement for the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (the “Chapman Trading Plan”). The Chapman Trading Plan provides for the potential sale of up to 876,564 shares of common stock pursuant to the terms of the plan between March 15, 2024 and December 8, 2025, with the majority of the potential sales scheduled for calendar year 2025. The actual number of shares of common stock sold under the Chapman Trading Plan will be less than the amount stated above due to tax and exercise price payment obligations, which amounts are not yet determinable. A significant portion of the shares subject to the plan would not be sold unless the Company achieves a share price target of $108.7, representing a 73% increase thereto as of December 31, 2023, or the Company achieves a specified performance target.

Also on December 11, 2023, Mr. Chapman adopted a separate trading arrangement for the sale of securities of the Company’s common stock held by the Chapman Family Trust that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (the “Chapman Family Trading Plan”). The Chapman Family Trading Plan provides for the potential sale of up to 50,910 shares of common stock pursuant to the terms of the plan between March 15, 2024 and March 15, 2026.

On December 12, 2023, Jonathan Sheena, our co-founder and a member of our board of directors, adopted a Rule 10b5-1 Trading Plan that provides for the sale of 88,400 shares of common stock pursuant to the terms of the plan between April 3, 2024 and April 3, 2025.

Jonathan Sheena  
Trading Arrangements, by Individual  
Name Jonathan Sheena
Title co-founder and a member of our board of directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 12, 2023
Aggregate Available 88,400
Expiration Date April 3, 2025
Arrangement One | Steve Chapman  
Trading Arrangements, by Individual  
Name Steve Chapman
Title chief executive officer
Non-Rule 10b5-1 Arrangement Terminated true
Termination Date December 8, 2023
Aggregate Available 1,029,696
Expiration Date December 31, 2024
Arrangement Two | Steve Chapman  
Trading Arrangements, by Individual  
Name Steve Chapman
Title chief executive officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 11, 2023
Aggregate Available 876,564
Expiration Date December 8, 2025
Arrangement Three | Steve Chapman  
Trading Arrangements, by Individual  
Name Steve Chapman
Title chief executive officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 11, 2023
Aggregate Available 50,910
Expiration Date March 15, 2026