Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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 November 30, 2019 by:
•
Each of the named executive officers during fiscal year 2019;
•
Each of our directors;
•
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)
8,417,961
16.5
%
Kevin Bauer (5)
58,953
*
Don Clegg (6)
45,783
*
George Kao (7)
22,538
*
David Weigand (8)
11,250
*
Michael S. McAndrews (9)
27,000
*
Hwei-Ming (Fred) Tsai (10)
290,000
*
Saria Tseng (11)
18,000
*
Sherman Tuan (12)
47,650
*
Sara Liu (13)
8,417,961
16.5
%
Tally Liu
—
*
Daniel Fairfax
—
*
All directors and executive officers as a group (13 persons) (14)
8,939,135
17.5
%
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 50,085,282 shares of common stock outstanding as of November 30, 2019, provided that any additional shares of Common Stock that a stockholder has the right to acquire within 60 days after November 30, 2019 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.
(4)
Includes 637,891 options exercisable within 60 days after November 30, 2019. Also includes 96,000 PRSUs that have been earned and will be vested within 60 days after November 30, 2019, none of which have been yet released. Also includes 3,175,002 shares jointly held by Mr. Liang and Sara Liu, his spouse, 472,890 shares held directly by Ms. Liu and 61,000 options exercisable within 60 days after November 30, 2019. See footnote 13.
(5)
Includes 52,499 shares issuable upon the exercise of options exercisable within 60 days after November 30, 2019.
(6)
Includes 39,020 options exercisable or 2,250 RSUs exercisable within 60 days after November 30, 2019.
(7)
Includes 17,735 options exercisable or RSUs subject to vesting, both within 60 days after November, 2019.
(8)
Includes 7,500 options exercisable or 3,750 RSUs exercisable within 60 days after November 30, 2019.
(9)
Includes 27,000 shares issuable upon the exercise of options exercisable within 60 days after November 30, 2019.
(10)
Includes 40,000 shares issuable upon the exercise of options exercisable within 60 days after November 30, 2019.
(11)
Includes 18,000 shares issuable upon the exercise of options exercisable within 60 days after November 30, 2019.
(12)
Includes 40,000 shares issuable upon the exercise of options exercisable within 60 days after November 30, 2019.
(13)
Includes 61,000 options exercisable within 60 days after November 30, 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 637,891 shares issuable upon the exercise of options within 60 days after November 30, 2019. Also includes 96,000 PRSUs held by Mr. Liang that have been earned and will be vested within 60 days after November 30, 2019, none of which have been yet released. See footnote 4.
(14)
Includes 1,042,645 shares issuable upon the exercise of options exercisable within 60 days after November 30, 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 three 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. The 2006 Equity Incentive Plan and the 2016 Equity Incentive Plan 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, RSUs, and PRSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2019:
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
9,283,737
$
18.02
843,917
Equity compensation plans not approved by security holders
—
—
—
Total
9,283,737
843,917
(1)
This number includes 7,374,635 shares subject to outstanding options, 1,873,102 shares subject to outstanding RSU awards, and 36,000 shares subject to outstanding PRSU 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 and PRSUs, which have no exercise price.
(3)
The weighted-average remaining contractual term of our outstanding options as of June 30, 2019 was 3.82 years.
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