SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DOCUSIGN, INC. [ DOCU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/14/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Restricted Stock Units | (1) | 10/14/2022 | A | 367,910 | (2) | (3) | Common Stock | 367,910 | $0 | 367,910 | D | ||||
Restricted Stock Units | (1) | 10/14/2022 | A | 183,955 | (4) | (3) | Common Stock | 183,955 | $0 | 183,955 | D | ||||
Performance Stock Units | (5) | 10/14/2022 | A | 183,955 | (6) | (6) | Common Stock | 183,955 | $0 | 183,955 | D | ||||
Performance Stock Units | (5) | 10/14/2022 | A | 2,182,056 | (7) | (7) | Common Stock | 2,182,056 | $0 | 2,182,056 | D |
Explanation of Responses: |
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
2. The RSUs will vest 100% on the one year anniversary of the vesting commencement date of October 9, 2022, subject to the Reporting Person being a service provider through such date. |
3. The RSUs do not expire; they either vest pursuant to their vesting schedule or are canceled prior to their final vesting date. |
4. The RSUs will vest in equal quarterly installments over four years, with a vesting commencement date of October 10, 2022, in each case subject to the Reporting Person being a service provider through each such date. |
5. Each performance-vested restricted stock unit ("PSU") represents a contingent right to receive one share of Issuer common stock. |
6. The PSUs will vest depending on the Company's total shareholder return ("TSR") over: (i) 12 month, (ii) 24 month and (iii) 36 month performance periods (each, a "Performance Period") over a total three-year period, relative to companies in the Nasdaq Composite Total Return Index (the "Index TSR"), subject to continued employment as CEO, or in certain situations, as executive chairman ("continuous CEO service"). If the Company's TSR is less than 25 points as compared to the Index TSR during the applicable Performance Period, no PSUs are eligible to vest. If the Company's TSR is negative, the maximum number of PSUs that may vest is capped at 100% of the Target number of PSUs. For each of the 12 month and 24 month Performance Periods, the maximum number of eligible PSUs may not exceed 1/3 of the Target PSUs. In any case, the maximum number of PSUs that may vest over the total three-year Performance Period will be capped at 200% of the Target number of PSUs. |
7. The PSUs shall vest subject to the achievement of stock price targets ("Shareholder Value Creation (SVC) PSUs") over a 7-year period ("SVC Performance Period"). The SVC PSUs are divided into 6 separate tranches (each, a "Tranche") that require achievement of certain share price targets (each, a "Share Price Target"). Tranches 1-5 are eligible to be achieved during a 5-year performance period, and to the extent achieved, will vest 50% upon achievement and 50% upon the 2-year anniversary of achievement, subject to the Reporting Person's continuous CEO service on such dates. Tranche 6 is eligible to be earned during a 7-year performance period, and to the extent earned, will vest 50% upon achievement and 50% upon the 2-year anniversary of achievement, subject to the Reporting Person's continuous CEO service on such dates. In no event will any Tranche vest prior to October 14, 2023 due to an earlier achievement of a stock price target. |
Remarks: |
/s/ Lisa Yun, Attorney-in-fact | 10/18/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |