Item 9B. Other Information
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Item 9B. Other Information
Insider Adoption or Termination of Trading Arrangements
None of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report, except as described in the table below:
| Name and Title | Action | Date Adopted | Character of Trading Arrangement**(1)** | Aggregate Number of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Expiration Date**(2)** | ||||||||||||
| Sassine Ghazi | Adoption | 9/21/2023 | Rule 10b5-1 Trading Arrangement | Up to 30,881 shares to be sold | 9/20/2024 | ||||||||||||
| President, Chief Operating Officer and Director | |||||||||||||||||
| Mercedes Johnson | Adoption | 8/18/2023 | Rule 10b5-1 Trading Arrangement | Up to 7,500 shares to be sold | 1/19/2024 | ||||||||||||
| Director | |||||||||||||||||
| Rick Mahoney | Adoption | 9/13/2023 | Rule 10b5-1 Trading Arrangement | (3) | 9/13/2024 | ||||||||||||
| Chief Revenue Officer | |||||||||||||||||
| John F. Runkel, Jr. | Adoption | 9/29/2023 | Rule 10b5-1 Trading Arrangement | Up to 5,902 shares to be sold | 7/19/2024 | ||||||||||||
| General Counsel and Corporate Secretary |
(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)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 (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(3)The aggregate number of common stock to be sold pursuant to Mr. Mahoney's Rule 10b5-1 Trading Arrangement includes:
a.5,956 shares of common stock held by Mr. Mahoney;
b.75% of net after-tax shares of common stock received upon the payout of 7,833 performance-based restricted stock units (PRSUs), which were granted in fiscal 2022. The number of shares that will be earned will depend on our performance. See the Compensation Discussion and Analysis in our most recent proxy statement, which was filed on February 17, 2023 for more information. In addition, the actual number of shares that will be released to Mr. Mahoney in connection with the 2022 PRSUs and sold under the Rule 10b5-1 Trading Arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable; and
c.75% of the net after-tax shares received upon the vesting of 7,832 restricted stock units, which represents1/4th of a grant of restricted stock units of 31,329 shares.
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