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Insider Trading Arrangements
 9 Months Ended
Sep. 30, 2023
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

During the three months ended September 30, 2023, the following Section 16 officers adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):

 

Name & Title

 

Date Adopted

 

Character of Trading Arrangement(a)

 

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

 

Duration(b)

 

Other Material Terms

 

Date Terminated

David W. Grzebinski

President & Chief Executive Officer

 

9/20/2023

 

Rule 10b5-1 Trading Arrangement

 

Up to 18,000 shares to be sold

 

2/12/2024 - 2/23/2024

 

N/A

 

N/A

Raj Kumar

Executive Vice President and Chief Financial Officer

 

8/21/2023

 

Rule 10b5-1 Trading Arrangement

 

Up to 9,178 shares to be sold

 

12/12/2023 - 7/31/2024

 

N/A

 

N/A

Scott P. Miller

Vice President and Chief Information Officer

 

8/2/2023

 

Rule 10b5-1 Trading Arrangement

 

Up to 7,915 shares to be sold

 

1/26/2024 - 4/15/2024

 

N/A

 

N/A

Scott P. Miller

Vice President and Chief Information Officer

 

3/8/2023

 

Rule 10b5-1 Trading Arrangement

 

Up to 8,718 shares to be sold(c)

 

6/15/2023 - 4/15/2024

 

N/A

 

8/2/2023

 

(a)
Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(b)
Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table, subject to certain conditions. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule, which is at least 90 days for executive officers and directors under the Company's insider trading policies.
(c)
As of the date of termination, 607 shares had been sold under this Rule 10b5-1 trading arrangement.

 

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the three months ended September 30, 2023 by the Company’s directors and Section 16 officers. Each of the trading arrangements are in accordance with the Company’s policy against insider trading, and actual sale transactions made pursuant to such trading arrangements have been or will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
David W. Grzebinski  
Trading Arrangements, by Individual  
Name David W. Grzebinski
Title President & Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true [1]
Adoption Date 9/20/2023
Arrangement Duration 12 days [2]
Aggregate Available 18,000
Raj Kumar  
Trading Arrangements, by Individual  
Name Raj Kumar
Title Executive Vice President and Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true [1]
Adoption Date 8/21/2023
Arrangement Duration 232 days [2]
Aggregate Available 9,178
Scott P. Miller  
Trading Arrangements, by Individual  
Name Scott P. Miller
Title Vice President and Chief Information Officer
Rule 10b5-1 Arrangement Adopted true [1]
Adoption Date 8/2/2023
Arrangement Duration 80 days [2]
Aggregate Available 7,915
Scott P. Miller Date Adopted 3/08/2023  
Trading Arrangements, by Individual  
Name Scott P. Miller
Title Vice President and Chief Information Officer
Rule 10b5-1 Arrangement Adopted true [1]
Adoption Date 3/8/2023
Termination Date 8/2/2023
Arrangement Duration 305 days [2]
Aggregate Available 8,718 [3]
[1] Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
[2] Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table, subject to certain conditions. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule, which is at least 90 days for executive officers and directors under the Company's insider trading policies.
[3] As of the date of termination, 607 shares had been sold under this Rule 10b5-1 trading arrangement.