Chief Strategy Officer Martin William C covered exercise/tax liability with 57,000 shares, converted options into 100,000 shares and was granted 203,678 shares, increasing direct ownership by 24% to 1,272,067 units (SEC Form 4)
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
IMMERSION CORP [ IMMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2024 | ||||||||||||||||||||||||||
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 | 06/28/2024 | A | 53,678(1) | A | $0 | 1,079,067 | D | |||
Common Stock | 07/01/2024 | F | 11,400(2) | D | $9.46 | 1,067,667 | D | |||
Common Stock | 07/01/2024 | M | 100,000(3) | A | $0 | 1,167,667 | D | |||
Common Stock | 07/01/2024 | F | 45,600(4) | D | $9.46 | 1,122,067 | D | |||
Common Stock | 07/01/2024 | A | 150,000(5) | A | $0 | 1,272,067 | 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-based Restricted Stock Units | (3) | 07/01/2024 | M | 100,000 | (3) | 01/01/2027 | Common Stock | 100,000 | $0 | 100,000 | D |
Explanation of Responses: |
1. Common stock issued to the Reporting Person in lieu of salary earned during the three months ended June 30, 2024 less applicable withholding taxes and amounts required to be paid to the Reporting Person in cash pursuant to applicable law. The total number of shares of the Issuer's common stock issued to the Reporting Person was calculated by determining the salary earned by the Reporting Person during the three months ended June 30, 2024, subtracting applicable withholding taxes and amounts required to be paid to the Reporting Person in cash pursuant to applicable law, and dividing the remainder by the closing price on June 28, 2024. |
2. Represents shares withheld to satisfy the tax withholding obligations upon restricted stock units vesting. |
3. Grant of 300,000 Performance-Based Restricted Stock Units, each of which represents a contingent right to receive one share of the Issuer's common stock, with vesting subject to: (a) the achievement of specified levels of the volume weighted average closing prices of the Issuer's common stock during any one hundred (100) day-period between January 1, 2022 and January 1, 2027; and (b) continued employment with the Issuer through the later of each achievement date or service vesting date, which occurs over a three (3) year-period commencing on January 1, 2022. |
4. Represents shares withheld to satisfy the tax withholding obligations upon Performance-Based Restricted Stock Units vesting. |
5. Represents the grant of 150,000 restricted stock units, 100% of which will vest on the one-year anniversary of July 1, 2024, the effective grant date, or July 1, 2025, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
Remarks: |
/s/ William C. Martin | 07/02/2024 | |
** 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. |