SVP General Counsel Mobassaly Robert converted options into 80,785 shares and covered exercise/tax liability with 42,536 shares, increasing direct ownership by 76% to 88,664 units (SEC Form 4)
$JNPR
Computer Communications Equipment
Telecommunications
| 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
JUNIPER NETWORKS INC [ JNPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2024 | ||||||||||||||||||||||||||
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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 | 12/19/2024 | M(1) | 11,572 | A | $0.0 | 61,987 | D | |||
| Common Stock | 12/19/2024 | M(1) | 11,121 | A | $0.0 | 73,108 | D | |||
| Common Stock | 12/19/2024 | M(1) | 20,592 | A | $0.0 | 93,700 | D | |||
| Common Stock | 12/19/2024 | M(1) | 37,500 | A | $0.0 | 131,200 | D | |||
| Common Stock | 12/19/2024 | F(2) | 42,536 | D | $37 | 88,664 | 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 | ||||||||
| Performance Stock Unit | $0.0 | 12/19/2024 | M(1) | 11,572 | (3) | 02/21/2025(3) | Common Stock | 11,572 | $0.0 | 0 | D | ||||
| RSU Award | $0.0 | 12/19/2024 | M(1) | 11,121 | (4) | 02/18/2025(4) | Common Stock | 11,121 | $0.0 | 0 | D | ||||
| RSU Award | $0.0 | 12/19/2024 | M(1) | 20,592 | (5) | 02/20/2026(5) | Common Stock | 20,592 | $0.0 | 0 | D | ||||
| RSU Award | $0.0 | 12/19/2024 | M(1) | 37,500 | (6) | 02/20/2027(6) | Common Stock | 37,500 | $0.0 | 0 | D | ||||
| Explanation of Responses: |
| 1. In connection with that certain Agreement and Plan of Merger, dated as of January 9, 2024 (the "Merger Agreement"), entered into by and among Juniper Networks, Inc., a Delaware corporation (the "Issuer"), Hewlett Packard Enterprise Company, a Delaware corporation, and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, the Compensation Committee of the Issuer's Board of Directors (the "Committee") approved the acceleration of the payment of certain equity awards to mitigate certain adverse tax consequences under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the anticipated transactions under the Merger Agreement. The accelerated settlement of equity awards reported in this Form 4 was contingent upon the reporting person's agreement to repay accelerated compensation amounts under certain conditions. |
| 2. Represents shares withheld from the released share awards for the payment of applicable income and payroll withholding taxes due on release. |
| 3. Represents performance-based restricted share units granted to the reporting person on February 20, 2022 and scheduled to vest in the first quarter of 2025 following certification by the Committee, subject to the reporting person's service through the settlement date. The number of performance-based restricted share units reported represents 100% of the 6,315 shares that were certified by the Committee on February 9, 2023 and 100% of the 5,257 shares that were certified by the Committee on February 14, 2024. |
| 4. Represents a grant of 33,700 shares granted to the reporting person on February 18, 2022 and scheduled to vest thirty-four percent on the one year anniversary of the grant date and thirty-three percent annually on the second anniversary and third anniversary. The number of RSUs reported represents 100% of the number of RSUs scheduled to vest on February 18, 2025. |
| 5. Represents a grant of 31,200 shares granted to the reporting person on February 20, 2023 and scheduled to vest thirty-four percent on the one year anniversary of the grant date and thirty-three percent annually on the second anniversary and third anniversary. The number of RSUs reported represents 100% of the number of RSUs scheduled to vest on February 20, 2025 and February 20, 2026. |
| 6. Represents a grant of 37,500 shares granted to the reporting person on February 20, 2024 and scheduled to vest thirty-four percent on the one year anniversary of the grant date and thirty-three percent annually on the second anniversary and third anniversary. The number of RSUs reported represents 100% of the number of RSUs scheduled to vest on February 20, 2025, February 20, 2026, and February 20, 2027. |
| By: /s/ Colin Lloyd, as attorney-in-fact For: Robert Mobassaly | 12/20/2024 | |
| ** 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. | ||