Statement of Changes in Beneficial Ownership (4)
21 Februar 2020 - 8:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Holland Julie |
2. Issuer Name and Ticker or Trading Symbol
DIODES INC /DEL/
[
DIOD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP Corporate Operations |
(Last)
(First)
(Middle)
4949 HEDGCOXE ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2020 |
(Street)
PLANO, TX 75024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Diodes Incorporated Common Stock (1) | 2/19/2020 | | A | | 15300 | A | $0.00 (2) | 82535 | D | |
Diodes Incorporated Common Stock - Performance Stock Units (3) | 2/19/2020 | | A(4) | | 15300 (5) | A | $0.00 | 56616 | D | |
Diodes Incorporated Common Stock - Performance Stock Units | 2/20/2020 | | S(6) | | 22632 | D | $48.4383 | 33984 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Restricted stock units vest in four equal installments beginning 02/19/2021. |
(2) | Granted under Rule 16b-3 Plan. |
(3) | Each PSU represents a contingent right granted under the companys 2013 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock. |
(4) | The PSUs vest in February 2023 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2020 through 2022 of $390.6 million (Target Performance). |
(5) | This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%. |
(6) | A portion of these performance stock unit shares were automatically withheld to cover income tax on the vested 2017 performance award. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Holland Julie 4949 HEDGCOXE ROAD SUITE 200 PLANO, TX 75024 |
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| VP Corporate Operations |
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Signatures
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Richard D. White as Power of Attorney for Julie Holland | | 2/21/2020 |
**Signature of Reporting Person | Date |
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