SEC FORM 4

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^*

Lerner James J

(Last)

(First)

(Middle)

C/O QUANTUM CORPORATION

224 AIRPORT PARKWAY, SUITE 550

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUANTUM CORP /DE/ [ QMCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & CEO, Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/11/2021		A		160,000	A	$0	1,622,918	D
Common Stock⁽²⁾⁽³⁾	05/11/2021		M		120,000	A	$0	1,742,918	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽¹⁾	05/11/2021		M			80,000	⁽¹⁾	09/06/2029	Common Stock	80,000	$0	0	D
Performance-Based Restricted Stock Units	⁽²⁾	05/11/2021		M			80,000	⁽²⁾	07/01/2025	Common Stock	80,000	$0	0	D

Explanation of Responses:

1. Performance-Based Restricted Stock Units were previously reported on September 10, 2019, which vest in three equal components upon the later of achievement of specified levels of the average closing prices of a share of QMCO common stock during any hundred (100) calendar day period, and upon specified service dates, whichever is later. The third achievement date occurred on May 11, 2021, 2021, as certified by the leadership and compensation committee of QMCO, resulting in 80,000 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest on September 5, 2022, subject to continued employment. These shares are reflected on Table I, and no units remain that are subject to these performance-based and time-based vesting conditions.

2. Performance-Based Restricted Stock Units were previously reported on July 2, 2020, which vest in two equal components upon the later of achievement of specified levels of the average closing prices of a share of QMCO common stock during any hundred (100) calendar day period, and upon specified service dates, whichever is later. The second achievement date occurred on May 11, 2021, as certified by the leadership and compensation committee of QMCO, resulting in 80,000 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest on July 1, 2023, subject to continued employment. These shares are reflected on Table I, and no units remain that are subject to these performance-based and time-based vesting conditions.

3. Grant of Performance-Based Restricted Stock Units ("PSUs"), each of which represents a contingent right to receive one share of common stock of QMCO, acquired with vesting subject to the achievement of specified performance-based conditions, occurred on May 11, 2021 as certified by the leadership and compensation committee of QMCO, resulting in 120,000 units for the Free Cash Flow results based on the Company's performance as of March 31, 2021 (end of QMCO's Fiscal 2021 Year). 100% of PSUs are earned as 100% of the free cash flow target performance goal is achieved. However, these shares remain subject to time-based vesting conditions and will therefore vest in equal installments with 1/3rd July 1, 2021, 1/3rd July 1, 2022 and 1/3rd July 1, 2023, subject to continued employment.

Remarks:

	/s/ Josie Buensuceso, Attorney-in-Fact for James J. Lerner	05/19/2021
	** 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).
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