0001209191-17-018104.txt : 20170303 0001209191-17-018104.hdr.sgml : 20170303 20170303213830 ACCESSION NUMBER: 0001209191-17-018104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170303 DATE AS OF CHANGE: 20170303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEUSTAR INC CENTRAL INDEX KEY: 0001265888 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21575 RIDGETOP CIRCLE CITY: STERLING STATE: VA ZIP: 20166 BUSINESS PHONE: 571-434-5400 MAIL ADDRESS: STREET 1: 21575 RIDGETOP CIRCLE CITY: STERLING STATE: VA ZIP: 20166 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Achanta Venkat CENTRAL INDEX KEY: 0001687957 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32548 FILM NUMBER: 17666346 MAIL ADDRESS: STREET 1: 21575 RIDGETOP CIRCLE CITY: STERLING STATE: VA ZIP: 20166 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-01 0 0001265888 NEUSTAR INC NSR 0001687957 Achanta Venkat 21575 RIDGETOP CIRCLE STERLING VA 20166 0 1 0 0 Chief Data & Analytics Officer Class A Common Stock 2017-03-01 2017-03-01 4 M 0 14731 0.00 A 24544 D Performance Stock Units 0.00 2017-03-01 2017-03-01 4 M 0 14731 0.00 D Class A Common Stock 14731 0 D The shares are subject to vesting based on continued employment through March 1, 2019. Includes shares that are subject to performance-vested restricted unit agreements under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan. The shares represent the first tranche of the performance-vested restricted stock units granted on July 27, 2016 and remain subject to vesting based on continued employment through March 1, 2019. Each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to, the achievement of certain revenue and adjusted net income goals set forth in the Performance-Vested Restricted Stock Unit Agreement. The number of shares of Class A Common Stock, together with the Dividend Equivalents (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of shares of performance stock units granted. Upon the Reporting Person's Termination (i) by the Company for Cause (as defined in the Plan) or (ii) by the Reporting Person (x) voluntarily and (y) other than due to the Reporting Person's Retirement (as defined in the Plan), any unvested PVRSUs shall immediately be forfeited without compensation. Upon the Reporting Person's Termination (as defined by the Plan) by the Company without Cause (as defined by the Plan) (other than by reason of your death or Disability (as defined by the Plan)) any PVRSUs that have been earned but not yet vested that would have vested during the 12 months after the Reporting Person's Termination (as defined by the Plan) had the Reporting Person's employment with the Company not terminated shall immediately vest, and the remaining portion of the PVRSUs not yet vested shall be immediately forfeited and automatically cancelled without compensation. Upon the Reporting Person's Termination (as defined in the Plan) by reason of the Reporting Person's death or Disability (i) prior to December 31, 2018, a pro-rata portion, determined based on days employed during the three one-year Performance Periods, of (A) any PVRSUs for any completed Performance Period(s) that have been earned but not yet vested, and (B) any PVRSUs for any Performance Period(s) that have not been completed on or prior to such Termination that would have been payable had the Target level of performance been achieved, shall immediately vest; or (ii) on or after December 31, 2018, any PVRSUs that have been earned but not yet vested shall immediately vest (without pro-ration). In the event of a Termination (as defined in the Plan) due to Retirement (as defined in the Plan) (i) any PVRSUs that have been earned but not yet vested shall immediately vest, and (ii) any unvested PVRSUs that have not been earned as of the date of Termination with respect to the Performance Period (as defined in the Plan) in which Termination (as defined in the Plan) takes place will vest per the formula described in the Plan after the close of the Performance Period (as defined in the Plan) in which such Termination (as defined in the Plan) takes place as Awards are settled following certification of performance by the Committee (as defined in the Plan). Following the occurrence of a Change in Control (as defined in the Plan) following which any portion issued remains unvested, upon your Termination (as defined in the Plan) (i) by reason of death or Disability (as defined in the Plan), (ii) by the Company without Cause (as defined by the Plan), (iii) by you with Good Reason (as defined by the Plan), in each case, within two (2) years after such Change in Control (as defined by the Plan), such PVRSUs shall immediately vest in full upon such Termination (as defined by the Plan). /s/ Paul S. Lalljie, by power of attorney 2017-03-03