filings.toolsItem 5. Other Information
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Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements:
During the fiscal quarter ended December 31, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
| Name & Title | Date Adopted | Character of Trading Arrangement**(1)** | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Duration**(5)** | Other Material Terms | Date Terminated | ||||||||||||||
| Rachel Ruggeri, executive vice president, chief financial officer | November 28, 2023 | Rule 10b5-1 Trading Arrangement | Up to $900,000 of shares to be sold(2) Plus Up to 4,979 shares to be sold(3) Plus Up to 2,165 shares to be sold(4) | December 3, 2024(6) | N/A | N/A |
(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(2) Ms. Ruggeri’s trading plan provides for the sale of up to $300,000 of shares pursuant to each of three orders, to be entered in March, May, and August 2024, respectively, with such sales subject to a limit price of $80 during the applicable good-until-cancelled period for such order.
(3) Ms. Ruggeri’s trading plan provides for the sale, on November 11, 2024, at market price, of up to 4,979 shares to be received by Ms. Ruggeri upon the vesting of performance-based RSUs in November 2024.
(4) Ms. Ruggeri’s trading plan provides for the sale, on November 18, 2024, at market price, of up to up to 2,165 shares to be received by Ms. Ruggeri upon the vesting of time-based RSUs in November 2024.
(5) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or the expiration of all of the orders relating to such trades, or (b) the date listed in the table. The trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(6) The arrangement also provides for automatic expiration in the event of Ms. Ruggeri’s death, bankruptcy, or insolvency, notice from Ms. Ruggeri or her agent of termination of the trading arrangement, or a determination by the broker that the trading arrangement has been terminated or that a breach by Mr. Ruggeri has occurred or upon the broker’s exercise of its termination rights under the trading arrangement.
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