Leighton F Thomson's Form 4/A amendment
AmendedAkamai Technologies Inc (AKAM) · filed Mar 31, 2023
- Accession no.
- 0001086222-23-000164
- Filed
- Mar 31, 2023
- Trade date
- Mar 6-8, 2023
- Filing delay
- 25 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Mar 8, 2023
This filing lists 4 non-derivative transactions and 4 derivative transactions. Open-market purchases total $50.1K. It was filed 25 days after the trade.
This amendment replaces 0001086222-23-000106 (filed Mar 8, 2023).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Leighton F ThomsonCIK 0001106232 | Director, Officer (Chief Executive Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 7, 2023 | Common Stock | PPurchaseAcquired | +333 | $75.28F2 | +$25,068.24 | 64,942 | Direct | |
| Mar 7, 2023 | Common Stock | MOption exerciseAcquired | +11,903 | $0.00 | $0 | 76,845 | Direct | |
| Mar 7, 2023 | Common Stock | FTax withholdingDisposed | −5,317 | $74.94 | −$398,455.98 | 71,528 | Direct | |
| Mar 8, 2023 | Common Stock | PPurchaseAcquired | +334 | $74.89F3 | +$25,013.26 | 71,862 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 6, 2023 | Common Stock | AGrant or awardAcquired | +70,056 | $0.00 | $0 | 70,056 | Direct | |
| Mar 6, 2023 | Common Stock | AGrant or awardAcquired | +28,022 | $0.00 | $0 | 28,022 | Direct | |
| Mar 6, 2023 | Common Stock | AGrant or awardAcquired | +42,033 | $0.00 | $0 | 42,033 | Direct | |
| Mar 7, 2023 | Common Stock | MOption exerciseDisposed | −11,903 | $0.00 | $0 | 23,808 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Purchase was made pursuant to a Rule 10b5-1 Plan adopted by Mr. Leighton on November 10, 2022.
- F2
The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $75.27 to $75.28, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F3
The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $74.79 to $74.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F4
Held by the TBL Foundation of which Mr. Leighton serves as a trustee.
- F5
Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 of which Mr. Leighton serves as a trustee. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.
- F6
Held by the David T. Leighton Trust of which F. Thomson Leighton is a trustee. F. Thomson Leighton disclaims beneficial ownership of shares held by such trust.
- F7
Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.
- F8
RSUs vest over three years in equal installments on the first, second and third anniversaries of the grant date.
- F9
The number of RSUs is being amended due to an inadvertent administrative error.
- F10
Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2023, 2024 and 2025. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2025 are certified. Amount reported is target issuable.
- F11
Vesting of such RSUs is dependent on the relative cumulative total shareholder return of Akamai's common stock as compared to the S&P 500 Information Technology Index for 2023, 2024 and 2025. To the extent the company's total shareholder return exceeds specified target percentile rankings within such index, the RSUs will vest in full on the date the company's financial results for 2025 are certified. Amount reported is target issuable.