Quarterly report pursuant to Section 13 or 15(d)

Insider Trading Arrangements

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Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Item 5. Other Information

 

Rule 10b5-1 Trading Arrangements

 

During the three months ended March 31, 2024, the officers set forth below each adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Each 10b5-1 trading arrangement was entered into in writing during an open trading window under our Insider Trading Policy, has a trading period of at least one year, and is subject to a mandatory cooling off period as required by Rule 10b5-1. Shares in each Rule 10b5-1 trading arrangement underlying restricted stock units (“RSUs”) and performance share units (“PSUs”) may only be sold following satisfaction of the applicable time-based and performance-based vesting requirements. In addition, due to limit price requirements and timing conditions in certain of the Rule 10b5-1 trading arrangements, it is not yet determinable how many shares of Class A Common Stock will actually be sold under such Rule 10b5-1 trading arrangements prior to its expiration date, as indicated below.

 

On March 12, 2024, Mark Torossian, our Chief Accounting Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 75% of the net shares (not yet determinable) after shares are withheld to satisfy tax obligations upon the vesting of 5,144 RSUs and, subject to the achievement of the applicable performance goals within a range of 80% to 120% of the awarded PSUs with respect to PSUs which have not yet been earned, 7,197 PSUs. This Rule 10b5-1 trading arrangement is scheduled to expire on June 30, 2025.

 

On March 13, 2024, Dee Choubey, our Chief Executive Officer and a director, adopted a Rule 10b5-1 trading arrangement for the sale of up to 112,607 shares of Class A Common Stock. This Rule 10b5-1 trading arrangement is scheduled to expire on June 17, 2025.

 

On March 13, 2024, Rick Correia, our President, Chief Financial Officer and Treasurer, adopted a Rule 10b5-1 trading arrangement for the sale of up to:

 

(i) 10,157 shares of Class A Common Stock; and

 

(ii) the net shares (not yet determinable) after shares are withheld to satisfy tax obligations upon the vesting of 59,215 RSUs and, subject to the achievement of the applicable performance goals within a range of 80% to 120% of the awarded PSUs with respect to PSUs which have not yet been earned, 63,503 PSUs.

 

This Rule 10b5-1 trading arrangement is scheduled to expire on June 30, 2025.

 

On March 14, 2024, Tim Hong, our Chief Product Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to:

 

(i) 45,000 shares of Class A Common Stock underlying vested options; and

 

(ii) the net shares (not yet determinable) after shares are withheld to satisfy tax obligations upon the vesting of 30,890 RSUs and, subject to the achievement of the applicable performance goals within a range of 80% to 120% of the awarded PSUs with respect to PSUs which have not yet been earned, 29,122 PSUs.

 

This Rule 10b5-1 trading arrangement is scheduled to expire on June 30, 2025.

Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Mark Torossian  
Trading Arrangements, by Individual  
Name Mark Torossian
Title Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date March 12, 2024
Trading Arrangement Expiration Date June 30, 2025
Dee Choubey  
Trading Arrangements, by Individual  
Name Dee Choubey
Title Chief Executive Officer and a director
Rule 10b5-1 Arrangement Adopted true
Adoption Date March 13, 2024
Rule 10b5-1 Arrangement Terminated true
Aggregate Available 112,607
Trading Arrangement Expiration Date June 17, 2025
Rick Correia  
Trading Arrangements, by Individual  
Name Rick Correia
Title President, Chief Financial Officer and Treasurer
Rule 10b5-1 Arrangement Adopted true
Adoption Date March 13, 2024
Aggregate Available 10,157
Trading Arrangement Expiration Date June 30, 2025
Tim Hong  
Trading Arrangements, by Individual  
Name Tim Hong
Title Chief Product Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date March 14, 2024
Aggregate Available 45,000
Trading Arrangement Expiration Date June 30, 2025