Chief Executive Officer Stibel Jeffrey M covered exercise/tax liability with 16,947 shares and was granted 607,814 shares, increasing direct ownership by 84% to 1,290,455 units (SEC Form 4)
$LZ
EDP Services
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LEGALZOOM.COM, INC. [ LZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2024 | ||||||||||||||||||||||||||
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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 | 11/15/2024 | F | 16,947(1) | D | $7.73 | 682,641 | D | |||
| Common Stock | 11/15/2024 | A | 607,814(2) | A | $0 | 1,290,455 | D | |||
| Common Stock | 13,584 | I | By Bryant-Stibel Fund I LLC(3) | |||||||
| Common Stock | 294,326 | I | By Escondido Children's Trust(3) | |||||||
| Common Stock | 537,779 | I | By Travron Trust(3) | |||||||
| Common Stock | 2,807,719 | I | By CES 2020 Trust(3) | |||||||
| Common Stock | 2,807,719 | I | By JMS 2020 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 | ||||||||
| Performance Rights (November 2024) | (4)(5) | 11/15/2024 | A | 911,722 | (4)(5) | 11/14/2027(6) | Common Stock | 911,722 | $0 | 911,722 | D | ||||
| Performance Rights (July 2024) | (7) | 07/09/2024 | A | 5,350,318 | (7) | 07/08/2029(8) | Common Stock | 5,350,318 | $0 | 5,350,318 | D | ||||
| Explanation of Responses: |
| 1. This transaction represents the automatic withholding of shares of the Issuer's common stock upon the vesting of restricted stock units ("RSUs") in order to satisfy the Reporting Person's tax withholding obligations. |
| 2. Constitutes the RSU portion of the Reporting Person's executive compensation for 2025. The shares of common stock represent time-based RSUs, with each RSU representing a contingent right to receive one share of the Issuer's common stock. The RSUs vest in substantially equal quarterly installments over a three-year period, with the first vesting date being May 15, 2025, subject to the Reporting Person's continuous service with the Issuer on each such vesting date. |
| 3. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 4. Constitutes the performance stock unit portion of the Reporting Person's executive compensation for 2025. Performance vesting is tied to stock price in order to more closely align management with long-term stockholder goals and stock performance. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. The performance units may vest, if at all, between 75% and 400% of the target grant date value ("GDV") based on the stock price targets achieved during a 3-year performance period (subject to a 29-trading day extension in certain circumstances). The number of performance units reported above assumes the maximum stock price target is achieved, resulting in 400% of the GDV becoming eligible to vest. Stock price targets will be achieved based on the volume weighted average closing price of the Issuer's common stock during a consecutive 30-day trading period. |
| 5. Due to a 1,000 character limit, Footnote 5 is a continuation of Footnote 4: In the first year of the performance period, regardless of whether there is certification of achievement of a stock price target, the performance units will not vest before November 15, 2025, subject to the Reporting Person's continued employment through the vesting date. In the second and third years of the performance period, the performance units will vest immediately upon certification of achievement of a stock price target, subject to the Reporting Person's continued employment through the vesting date. |
| 6. Subject to a 29-trading day extension in certain circumstances. |
| 7. On July 10, 2024, the Reporting Person filed a Form 4 inadvertently reporting these performance rights in Table I. This Form 4 restates the previously reported performance rights in Table II instead. |
| 8. Subject to a 44-trading day extension in certain circumstances. |
| Remarks: |
| /s/ Michelle Sparks, Attorney-in-Fact for Jeffrey M. Stibel | 11/19/2024 | |
| ** 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. | ||