FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/30/2017 |
3. Issuer Name and Ticker or Trading Symbol
Seaspan CORP [ SSW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Shares(1) | 839,817 | I | By Gerry Wang Family Enterprises Limited |
Class A Common Shares(1) | 2,251,177(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Phantom Share Units(1) | 12/21/2010 | (3) | Class A Common Shares | 45,000(3) | $0.0000 | D | |
Phantom Share Units(1) | 01/01/2012 | (4) | Class A Common Shares | 100,000(4) | $0.0000 | D | |
Phantom Share Units(1) | 01/01/2013 | (5) | Class A Common Shares | 150,000(5) | $0.0000 | D | |
Phantom Share Units(1) | 01/01/2014 | (6) | Class A Common Shares | 150,000(6) | $0.0000 | D | |
Performance Share Units(1) | (7) | (7) | Class A Common Shares | 786,147(7) | $0.0000 | D | |
Stock Appreciation Rights(1) | (8) | 12/07/2017 | Class A Common Shares | 1,929,260 | $26.5 | D |
Explanation of Responses: |
1. This report is a voluntary filing. |
2. Includes an award of 479,714 Restricted Stock Units granted on May 20, 2016, which vests in five installments after the grant date, subject to continued employment on the applicable vesting date. Of the 479,714 units subject to the award, 95,942 units vested on May 31, 2017 and 95,943 units will vest on each of May 31, 2018, May 31, 2019, May 31, 2020, and May 31, 2021. Once vested, the units subject to the award are exchangeable for the Company's Class A Common Shares on a one-for-one basis. |
3. This award of Phantom Share Units was granted on January 1, 2008, and is fully vested and exchangeable for the Company's Class A Common Shares on a one-for-one basis upon notice to the Company by the Reporting Person. |
4. This award of Phantom Share Units was granted on March 1, 2009, and is fully vested and exchangeable for the Company's Class A Common Shares on a one-for-one basis upon notice to the Company by the Reporting Person. Of the 150,000 units subject to the award, 50,000 units were exchanged for Class A Common Shares on January 1, 2010 and are reflected as Class A Common Shares listed under Table I. |
5. This award of Phantom Share Units was granted on April 1, 2010, and is fully vested and exchangeable for the Company's Class A Common Shares on a one-for-one basis upon notice to the Company by the Reporting Person. |
6. This award of Phantom Share Units was granted on June 17, 2011, and is fully vested and exchangeable for the Company's Class A Common Shares on a one-for-one basis upon notice to the Company by the Reporting Person. |
7. This award of Performance Share Units was granted on May 20, 2016, and vests in five installments after the grant date, subject to the satisfaction of time and performance requirements. Each tranche will vest when both its time and performance vesting requirements are met. Time vesting will occur for a given tranche if the Reporting Person is employed by the Company on May 31 of a particular year over a period of five years after the grant date, commencing on May 31, 2017. Performance vesting will occur for a given tranche if the fair market value of a share of Class A Common Stock equals or exceeds the applicable performance vesting share price for such tranche for any of the 20 consecutive trading days on or before May 31, 2021. Once vested, the units subject to this award are exchangeable for the Company's Class A Common Shares on a one-for-one basis. |
8. The shares subject to the Stock Appreciation Right vest and become exercisable when and if the Fair Market Value of the Company's Class A Common Shares equals or exceeds the shown price for any 20 consecutive trading days on or before the Expiration Date. |
/s/ Gerry Yougui Wang | 07/06/2017 | |
** 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 5 (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. |