President General Mgr, Growth Chatwani Robert covered exercise/tax liability with 17,951 shares and converted options into 35,415 shares, increasing direct ownership by 26% to 85,547 units (SEC Form 4)
$DOCU
Computer Software: Prepackaged Software
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
DOCUSIGN, INC. [ DOCU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2024 | ||||||||||||||||||||||||||
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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 | 09/15/2024 | M | 35,415 | A | $0 | 103,498 | D | |||
| Common Stock | 09/15/2024 | F | 17,951(1) | D | $0 | 85,547 | D | |||
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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 | ||||||||
| Restricted Stock Units | (2) | 09/15/2024 | M | 20,006 | (3) | (4) | Common Stock | 20,006 | $0 | 200,065 | D | ||||
| Restricted Stock Units | (2) | 09/15/2024 | M | 10,003 | (5) | (4) | Common Stock | 10,003 | $0 | 20,007 | D | ||||
| Restricted Stock Units | (2) | 09/15/2024 | M | 3,412 | (6) | (4) | Common Stock | 3,412 | $0 | 51,193 | D | ||||
| Performance Stock Units | (7) | 09/15/2024 | M | 536 | (8) | (8) | Common Stock | 536 | $0 | 3,750 | D | ||||
| Performance Stock Units | (7) | 09/15/2024 | M | 1,458 | (9) | (9) | Common Stock | 1,458 | $0 | 10,208 | D | ||||
| Explanation of Responses: |
| 1. Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting and settlement of restricted stock units. |
| 2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 3. The RSUs will vest 25% over the first year, while the remaining will vest in twelve (12) equal quarterly installments over three years, with a vesting commencement date of March 10, 2023, in each case subject to the Reporting Person being a service provider through each such date. The RSUs are subject to accelerated vesting in the event of a termination of employment of the Reporting Person including under certain circumstances following a change in control of the Issuer. |
| 4. The RSUs do not expire; they either vest or are canceled prior to vesting date. |
| 5. The RSUs will vest 12.5% in equal quarterly installments over two years, with a vesting commencement date of March 10, 2023, in each case subject to the Reporting Person being a service provider through each such date. The RSUs units are subject to accelerated vesting in the event of a termination of employment of the Reporting Person including under certain circumstances following a change in control of the Issuer. |
| 6. The RSUs will vest in equal quarterly installments over four years, with a vesting commencement date of May 10, 2024, in each case subject to the reporting person being a service provider through such date. |
| 7. Each performance-vested restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 8. The PSUs will vest depending on the Company subscription revenue for the twelve-month period ended January 31, 2024 (the "One-Year Performance Period"). The maximum number of subscription revenue-based PSUs that may vest is capped at 200% of the target number of subscription revenue-based PSUs. To the extent achieved, 1/3 of any achieved subscription revenue-based PSUs will vest following the one-year anniversary of the date of grant and the balance will vest in eight equal quarterly installments thereafter, subject to continued service with certain limited exceptions. |
| 9. The PSUs will vest depending on the Company's free cash flow for the One-Year Performance Period. The maximum number of free cash flow-based PSUs that may vest is capped at 200% of the target number of free cash-flow based PSUs. To the extent achieved, 1/3 of any achieved free cash-based PSUs will vest following the one-year anniversary of the date of grant and the balance will vest in eight equal quarterly installments thereafter subject to continued service with certain limited exceptions. |
| Remarks: |
| /s/ Lisa Yun, Attorney-in-fact | 09/17/2024 | |
| ** 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. | ||