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NATIONAL RESEARCH CORP — Director's Dealing 2018
Apr 18, 2018
33341_dirs_2018-04-18_c7d874a0-3caf-4860-9e56-237611294ef1.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: NATIONAL RESEARCH CORP (NRCIA/B)
CIK: 0000070487
Period of Report: 2018-04-17
Reporting Person: Jackson Steven D. (President)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2018-04-17 | Class B Common Stock | D | 15245 | — | Disposed | 0 | Direct |
| 2018-04-17 | Common Stock | A | 15245 | — | Acquired | 108478 | Direct |
| 2018-04-17 | Common Stock | A | 1989 | — | Acquired | 110467 | Direct |
| 2018-04-17 | Common Stock | F | 4991 | $33.55 | Disposed | 105476 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2018-04-17 | Employee Stock Option (Right to Buy) | $34 | D | 3589 | Disposed | 2026-01-05 | Class B Common Stock (3589) | Direct |
| 2018-04-17 | Employee Stock Option (Right to Buy) | $40.54 | D | 2935 | Disposed | 2027-01-04 | Class B Common Stock (2935) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy) | $15.23 | 2026-01-05 | Common Stock (21535) | 21535 | Direct |
| Employee Stock Option (Right to Buy) | $18.80 | 2027-01-04 | Common Stock (17608) | 17608 | Direct |
| Employee Stock Option (Right to Buy) | $36.80 | 2028-01-03 | Common Stock (12228) | 12228 | Direct |
Footnotes
F1: On April 17, 2018, the Issuer completed a recapitalization whereby the Issuer exchanged one share of its then-existing class A common stock, plus $19.59 in cash, without interest, for each share of its then-existing class B common stock and, following such exchange, each share of class A common stock was reclassified as a share of Common Stock (the "Recapitalization").
F2: Pursuant to the Recapitalization, all outstanding options to purchase class B common stock were vested in full and cancelled. In exchange for the option, the reporting person received one share of common stock, plus $19.59 in cash for each class B option, less the exercise price per share of the option and any applicable tax withholding.
F3: This option becomes fully exercisable on January 5, 2021.
F4: This option becomes fully exercisable on January 4, 2022.
F5: This option becomes fully exercisable on January 3, 2023.