Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of March 31, 2019 by:
| |
|---|
| • | Each of the named executive officers during Fiscal Year 2017; |
| |
|---|
| • | All directors and executive officers as a group; and |
| |
|---|
| • | All person known to us beneficially own 5% or more of our outstanding common stock. |
| | | | | |
|---|
| | | | | |
| Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership(2) | | | Percent of Common Stock Outstanding(3) | |
| Executive Officers and Directors: | | | | | |
| Charles Liang(4) | 8,330,684 | | | 16.5 | % |
| Howard Hideshima(5) | 149,655 | | | * | |
| Phidias Chou(6) | 136,247 | | | * | |
| Sara Liu(7) | 8,330,684 | | | 16.5 | % |
| Yih-Shyan (Wally) Liaw(8) | 1,721,895 | | | 3.4 | % |
| Laura Black(9) | 31,500 | | | * | |
| Michael S. McAndrews(10) | 27,000 | | | * | |
| Hwei-Ming (Fred) Tsai(11) | 290,000 | | | * | |
| Saria Tseng(12) | 15,750 | | | * | |
| Sherman Tuan(13) | 47,650 | | | * | |
| All directors and executive officers as a group (13 persons)(14) | 10,802,799 | | | 21.1 | % |
| 5% Holders Not Listed Above: | | | | | |
| Dimensional Fund Advisors (15) | 3,355,723 | | | 6.7 | % |
*Represents beneficial ownership of less than one percent of the outstanding shares of common stock
| |
|---|
| (1) | Except as otherwise indicated, to our knowledge the persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws applicable and to the information contained in the footnotes to this table. |
| |
|---|
| (2) | Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or RSUs subject to vesting. |
| |
|---|
| (3) | Calculated on the basis of 49,881,914 shares of common stock outstanding as of March 31, 2019, provided that any additional shares of Common Stock that a stockholder has the right to acquire within 60 days after March 31, 2019 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership. |
| |
|---|
| (4) | Includes 612,614 options exercisable within 60 days after March 31, 2019. Also includes 3,175,002 shares jointly held by Mr. Liang and Sara Liu, his spouse, 472,425 shares held directly by Ms. Liu and 95,465 options exercisable or restricted stock units subject to vesting, both within 60 days after March 31, 2019. See footnote 8. |
| |
|---|
| (5) | Includes 148,435 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. |
| |
|---|
| (6) | Includes 136,427 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. |
| |
|---|
| (7) | Includes 95,465 options exercisable or restricted stock units subject to vesting, both within 60 days after March 31, 2019. Also includes 3,175,002 shares jointly held by Ms. Liu and Mr. Liang, her spouse, 3,969,793 shares held by Charles Liang, Ms. Liu’s spouse and 612,614 shares issuable upon the exercise of options held by Mr. Liang and exercisable within 60 days after March 31, 2019. See footnote 4. |
| |
|---|
| (8) | Includes 70,027 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. 1,582,597 shares held by Liaw Family Trust, for which Mr. Liaw and his spouse serve as trustees, 24,256 shares held by Mr. Liaw’s daughters and 44,177 shares held by Mrs. Liaw. |
| |
|---|
| (9) | Includes 31,500 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. |
| |
|---|
| (10) | Includes 27,000 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. |
| |
|---|
| (11) | Includes 40,000 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. |
| |
|---|
| (12) | Includes 15,750 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. |
| |
|---|
| (13) | Includes 40,000 shares issuable upon the exercise of options exercisable within 60 days after March 31, 2019. |
| |
|---|
| (14) | Includes 10,795,299 options exercisable or restricted stock units subject to vesting, both within 60 days after March 31, 2019. |
| |
|---|
| (15) | The information with respect to the holdings of Dimensional Fund Advisors LP ("Dimensional Fund Advisors") is |
based solely on Schedule 13G filed on February 8, 2019 by Dimensional Fund Advisors. Dimensional Fund Advisors
has the sole power to dispose or to direct the disposition of all of such shares. Dimensional Fund Advisors has the sole
power to direct the vote of 3,355,723 of such shares. The address for Dimensional Fund Advisors is Building One,
6300 Bee Cave Road, Austin, Texas 78746.
Equity Compensation Plan Information
We currently maintain two compensation plans that provide for the issuance of our Common Stock to officers and other employees, directors and consultants. These consist of the 2006 Equity Incentive Plan and the 2016 Equity Incentive Plan, both of which have been approved by our stockholders. We no longer grant any equity-based awards under the 2006 Equity Incentive Plan. The following table sets forth information regarding outstanding options and RSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2017:
| | | | | | | | | |
|---|
| | | | | | | | | |
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | | | Weighted-average exercise price of outstanding options, warrants and rights (b)(2)(3) | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |
| Equity compensation plans approved by security holders | 9,602,016 | | | $ | 17.19 | | | 2,785,792 | |
| Equity compensation plans not approved by security holders | — | | | — | | | | — | |
| Total | 9,602,016 | | | $ | 17.19 | | | 2,785,792 | |
| |
|---|
| (1) | This number includes 8,375,659 shares subject to outstanding options and 1,226,357 shares subject to outstanding RSU awards. |
| |
|---|
| (2) | The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price. |
| |
|---|
| (3) | The weighted-average remaining contractual term of our outstanding options as of June 30, 2017 was 4.37 years. |
filings.tools