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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AKAMAI TECHNOLOGIES INC [ AKAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2024 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 03/06/2024 | M | 33 | A | $0 | 10,882 | D | |||
Common Stock | 03/06/2024 | F | 12 | D | $109.38 | 10,870 | D | |||
Common Stock | 03/06/2024 | M | 2,001 | A | $0 | 12,871 | D | |||
Common Stock | 03/06/2024 | F | 612 | D | $109.38 | 12,259 | D |
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 | ||||||||
Performance Restricted Stock Units(1) | $0 | 03/04/2024 | A | 1,263 | (2) | 03/05/2027 | Common Stock | 1,263 | $0 | 1,263 | D | ||||
TSR Restricted Stock Units(3) | $0 | 03/04/2024 | A | 1,895 | (4) | 03/05/2027 | Common Stock | 1,895 | $0 | 1,895 | D | ||||
Restricted Stock Units(5) | $0 | 03/04/2024 | A | 3,159 | (6) | 03/05/2027 | Common Stock | 3,159 | $0 | 3,159 | D | ||||
Restricted Stock Units(5) | $0 | 03/06/2024 | M | 33 | (7) | 12/07/2025 | Common Stock | 33 | $0 | 97 | D | ||||
Restricted Stock Units(5) | $0 | 03/06/2024 | M | 2,001 | (8) | 03/07/2026 | Common Stock | 2,001 | $0 | 4,003 | D |
Explanation of Responses: |
1. Each performance restricted stock unit ("PRSU") represents the right to receive one share of Akamai common stock upon vesting. |
2. Vesting of such PRSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2024, 2025 and 2026. To the extent such targets are met, the PRSUs will vest on the date the company's financial results for 2026 are certified. Amount reported is target issuable. |
3. Each TSR Restricted Stock Unit ("TSR RSU") represents the right to receive one share of Akamai common stock upon vesting. |
4. Vesting of such TSR RSUs is dependent on the relative cumulative total shareholder return of Akamai's common stock as compared to the S&P 500 Index for 2024, 2025 and 2026. To the extent the company's total shareholder return exceeds specified target percentile rankings within such index, the TSR RSUs will vest in full on the date the company's financial results for 2026 are certified. Amount reported is target issuable. |
5. Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. |
6. RSUs vest over three years in equal installments on the first, second and third anniversaries of the grant date. |
7. RSUs vest over three years as follows: 1/3 on the first anniversary of the date of grant with the remaining 2/3 vesting in equal installments of 8-1/3% each quarter thereafter. |
8. RSUs vest over three years as follows: 1/3 on the first anniversary of the date of grant with the remaining 2/3 vesting in equal installments of 8-1/3% each quarter thereafter. |
Remarks: |
/s/ Thomas M. Lair, as power of attorney | 03/06/2024 | |
** 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. |