SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of,
|
April
|
|
2011
|
Commission File Number
|
000-29898
|
|
|
Research In Motion Limited
|
(Translation of registrant’s name into English)
|
295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8
|
(Address of principal executive offices)
|
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Document
|
|
|
|
1
|
News release, dated April 1, 2011.
|
DOCUMENT 1
April 1, 2011
FOR IMMEDIATE RELEASE
RIM Executive Adopts Automatic Securities Disposition Plan
Waterloo, ON - Research In Motion Limited (“RIM” or the “Company”) (Nasdaq: RIMM; TSX: RIM) today announced that David Yach, RIM’s Chief Technology Officer, Software, has adopted a new automatic securities disposition plan (“ASDP”) in accordance with the Securities and Exchange Commission’s Rule 10b5-1 (“Rule 10b5-1”), applicable Canadian provincial securities legislation, including the guidance under Ontario Securities Commission’s Staff Notice 55-701 (the “Canadian Legislation”), and RIM’s Insider Trading Policy. Mr. Yach's new ASDP will replace the ASDP that Mr. Yach entered into in 2009, which is expiring in April 2011.
Rule 10b5-1 and the Canadian Legislation permit insiders to adopt written ASDPs (generally referred to in the United States as “Rule 10b5-1 Plans”) to sell, donate or otherwise transfer shares in the future (including upon exercise of stock options) according to the ASDP on an automatic basis regardless of any subsequent material non-public information they receive. Once an ASDP is established, the insider is not permitted to exercise any further discretion or influence over how dispositions will occur under the ASDP. RIM recognizes that insiders may have reasons unrelated to their assessment of a company or its prospects in determining to effect transactions in that company’s common shares under an ASDP. These reasons might include, for example, charitable donations, tax and estate planning, retirement planning, the purchase of a home, the payment of university tuition for a child, the establishment of a trust, the balancing of assets and diversification of investments in an orderly manner, or other personal reasons. RIM also recognizes that many of its officers and employees have a substantial portion of their personal net worth represented by securities of the Company.
In addition to meeting the basic requirements of Rule 10b5-1 and Canadian Legislation, RIM has in place additional measures that are designed to conform with “best practices” relating to ASDPs. Those measures include the following: (i) ASDPs may only be adopted during a trading window; (ii) a waiting period of three months will generally be required between the adoption of the ASDP and the first disposition under the ASDP; (iii) an ASDP should generally have a duration of 12-24 months; (iv) the ASDP must contain meaningful restrictions on the ability of the insider to modify or terminate the ASDP; and (v) the ASDP should generally provide for regular sales of smaller amounts (relative to an insider’s holdings) over a period of time rather than large sales during a short period of time after adoption of the ASDP. In addition, RIM’s Insider Trading Policy requires all ASDPs to be pre-cleared by the Compensation, Nomination & Governance Committee (the “Committee”) of RIM’s Board of Directors, which is comprised of independent directors. The Committee will also consider such other “best practices” as they exist at the time an insider adopts an ASDP and may impose such additional requirements, or grant such exceptions, as it determines are necessary or appropriate.
The objective of Mr. Yach’s new ASDP is to facilitate the sale of 120,000 RIM shares by Mr. Yach over a two-year period. The RIM shares to be sold were issued to Mr. Yach upon the exercise of stock options in 2008. Sales under Mr. Yach’s ASDP will not commence until after the expiry of a three-month waiting period following the adoption of the ASDP and will be subject to a limit order price.
Dispositions by Mr. Yach under his ASDP will be reported in accordance with applicable Canadian securities laws (RIM’s insiders are exempt from filing insider reports under U.S. securities laws). Each such filing will bear a notation to advise readers that the dispositions relate to an ASDP.
Other insiders of the Company may from time to time adopt ASDPs during trading windows. RIM will issue a press release to announce the adoption of any other ASDPs by its directors or executive officers.
###
Investor Contact:
RIM Investor Relations
(519) 888-7465
investor_relations@rim.com
The RIM and Research In Motion families of related marks, images and symbols are the exclusive properties and trademarks of Research In Motion Limited and are registered with the U.S. Patent and Trademark Office and may be pending or registered in other countries. All other brands, product names, company names, trademarks and service marks are the properties of their respective owners.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Research In Motion Limited
|
|
(Registrant)
|
Date:
|
April 7, 2011
|
By:
|
/s/ Edel Ebbs
|
|
Name:
|
Edel Ebbs
|
Title:
|
Vice President, Investor Relations
|