Item 5. Other Information

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Item 5. Other Information

Rule 10b5-1 Trading Plans

On August 16, 2023, the Xie Foundation, a non-profit entity for which Michael Xie and Ken Xie, both of which are our officers and directors, serve as co-presidents and directors, and Michael Xie entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “August Xie Plan”) under the Exchange Act for the sale of shares of our common stock. The August Xie Plan was entered into during an open trading window in accordance with our insider trading policy and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The August Xie Plan provides for (i) the potential sale by Michael Xie of up to (a) 100,000 shares of our common stock, including upon the vesting and settlement of RSUs and PSUs for shares of our common stock, and (b) the net shares (which are not yet determinable) after shares are withheld to satisfy tax obligations upon such vesting and settlement, in each case, at the market price, and (ii) the potential gifting of up to 50,000 shares of our common stock by the Xie Foundation, all between November 15, 2023 and November 29, 2024.

On September 8, 2023, Michael Xie and the Xie Foundation amended the August Xie Plan in order to provide for sales of our common stock thereunder by Ken Xie, in addition to the sales provided for by the August Xie Plan (as so amended, the “September Xie Plan”). The September Xie Plan was entered into during an open trading window in accordance with our insider trading policy and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The September Xie Plan provides for (i) the potential sale by Michael Xie of up to (a) 100,000 shares of our common stock, including upon the vesting and settlement of RSUs and PSUs for shares of our common stock, and (b) the net shares (which are not yet determinable) after shares are withheld to satisfy tax obligations upon such vesting and settlement, in each case, at the market price, (ii) the potential sale by Ken Xie of up to (a) 150,000 shares of our common stock, including upon the exercise of vested stock options for shares of our common stock, and (b) the net shares (which are not yet determinable) after shares are sold to pay the exercise price and tax withholding obligations associated with such exercises, in each case, at the market price and (iii) the potential gifting of up to 50,000 shares of our common stock by the Xie Foundation, all between December 8, 2023 and February 14, 2025.

Each of the August Xie Plan and the September Xie Plan (together, the “10b5-1 Plans”) includes a representation from Michael Xie, Ken Xie and the Xie Foundation (as applicable) to the broker administering the plan that none of them were in possession of any material nonpublic information regarding us or the securities subject to the 10b5-1 Plans at the time the 10b5-1 Plans were entered into. A similar representation was made to us in connection with the adoption of the 10b5-1 Plans under our insider trading policy. Those representations for each 10b5-1 Plan were made as of the respective date of adoption of the 10b5-1 Plan, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which Michael Xie, Ken Xie and the Xie Foundation were unaware, or with respect to any material nonpublic information acquired by Michael Xie, Ken Xie and the Xie Foundation or us after the date of each such representation.

Once executed, transactions under the September Xie Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Michael Xie, Ken Xie, the Xie Foundation or our other officers or directors, or their affiliated entities.

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