filings.toolsItem 5. Other Information
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Item 5. Other Information
The table below describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended June 30, 2024, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
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|---|---|---|---|---|---|
| Name and Title | | Adoption Date | | Expiration Date | Aggregate Number of Securities to be Sold |
| Jeffrey Kunins, Chief Product Officer and Chief Technology Officer (1) | | May 15, 2024 | | December 30, 2024 | 21,808 |
| Brittany Bagley, Chief Operating Officer and Chief Financial Officer | | May 16, 2024 | | December 31, 2024 | 2,017 |
| Michael Garnreiter, Director | | May 17, 2024 | | May 17, 2025 | 5,000 |
| Jeri Williams, Director | | May 23, 2024 | | December 31, 2024 | 330 |
| Patrick W. Smith, Chief Executive Officer and Director (2) | | May 24, 2024 | | December 31, 2025 | 789,071 |
| Julie A. Cullivan, Director | | June 6, 2024 | | May 30, 2025 | 1,557 |
| (1) | On May 15, 2024, Jeffrey Kunins, our Chief Product Officer and Chief Technology Officer, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell, on or prior to December 30, 2024, up to 21,808 shares of our common stock, excluding the potential effect of shares withheld for taxes. |
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| (2) | On May 24, 2024, Patrick Smith, our Chief Executive Officer, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell, on or prior to December 31, 2025, (i) a number of shares of our common stock, the amount of which is not yet determinable, sufficient to cover the exercise costs and taxes associated with an exercise of up to 515,931 options and (ii) up to an additional 273,140 shares of our common stock resulting from previously exercised options. |
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In addition, certain of our officers or directors have made, and may from time to time make, elections to have shares withheld or sold to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
During the three months ended June 30, 2024, certain of our officers made elections to have shares sold to cover withholding taxes due upon the vesting of RSUs consistent with the Company’s historical practice. Based on the Company’s transition to quarterly vesting schedules for RSU awards and a change to withhold shares to cover withholding taxes for all officers (as defined in Rule 16a-1(f) under the Exchange Act), such arrangements were cancelled prior to any transactions occurring.
No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into, modified, or terminated by our directors or officers during such period.
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