Quarterly report pursuant to Section 13 or 15(d)

Insider Trading Arrangements

v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 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 June 20, 2024, the officer set forth below 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. The 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 the 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 arrangement prior to its expiration date, as indicated below.

 

On May 24, 2024, Adam VanWagner, our Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to:

 

(i) 5,702 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 27,853 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, 21,954 PSUs.

 

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

Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted true
Adoption Date May 24, 2024
AdamVanwagner  
Trading Arrangements, by Individual  
Name Adam VanWagner
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 24, 2024
Aggregate Available 5,702
Trading Arrangement Expiration Date September 30, 2025