0001140361-13-027024.txt : 20130702 0001140361-13-027024.hdr.sgml : 20130702 20130702125450 ACCESSION NUMBER: 0001140361-13-027024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130628 FILED AS OF DATE: 20130702 DATE AS OF CHANGE: 20130702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 470634000 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hays Michael D. CENTRAL INDEX KEY: 0001053133 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35929 FILM NUMBER: 13947405 MAIL ADDRESS: STREET 1: C/O NATIONAL RESEARCH CORPORATION STREET 2: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 FORMER NAME: FORMER CONFORMED NAME: HAYS MICHAEL DATE OF NAME CHANGE: 19980115 4 1 doc1.xml FORM 4 X0306 4 2013-06-28 0 0000070487 NATIONAL RESEARCH CORP NRCIA/B 0001053133 Hays Michael D. C/O NATIONAL RESEARCH CORPORATION 1245 "Q" STREET LINCOLN NE 68508 1 1 1 0 CEO Class A Common Stock 2013-06-28 4 S 0 13153 18 D 5823147 D Class A Common Stock 375750 I By Spouse Class A Common Stock 75 I By Spouse & Daughter Jt Class B Common Stock 1806050 D Class B Common Stock 62625 I By Spouse Class B Common Stock 12 I By Spouse & Daughter Jt Employee Stock Option (right to buy) 4.81 2014-01-05 Class A Common Stock 54894 54894 D Employee Stock Option (right to buy) 5.12 2016-01-05 Class A Common Stock 33234 33234 D Employee Stock Option (right to buy) 6.62 2017-01-05 Class A Common Stock 25068 25068 D Employee Stock Option (right to buy) 7.59 2018-01-04 Class A Common Stock 21633 21633 D Employee Stock Option (right to buy) 8.12 2019-01-05 Class A Common Stock 20109 20109 D Employee Stock Option (right to buy) 6.29 2020-01-05 Class A Common Stock 26481 26481 D Employee Stock Option (right to buy) 9.14 2021-01-05 Class A Common Stock 17745 17745 D Employee Stock Option (right to buy) 10.75 2022-01-05 Class A Common Stock 14949 14949 D Employee Stock Option (right to buy) 14.50 2023-01-07 Class A Common Stock 10938 10938 D Employee Stock Option (right to buy) 12.6 2014-01-05 Class B Common Stock 9149 9149 D Employee Stock Option (right to buy) 13.06 2016-01-05 Class B Common Stock 5539 5539 D Employee Stock Option (right to buy) 15.31 2017-01-05 Class B Common Stock 4178 4178 D Employee Stock Option (right to buy) 16.76 2018-01-04 Class B Common Stock 3605 3605 D Employee Stock Option (right to buy) 17.57 2019-01-05 Class B Common Stock 3351 3351 D Employee Stock Option (right to buy) 14.82 2020-01-05 Class B Common Stock 4413 4413 D Employee Stock Option (right to buy) 19.09 2021-01-05 Class B Common Stock 2957 2957 D Employee Stock Option (right to buy) 21.5 2022-01-05 Class B Common Stock 2491 2491 D Employee Stock Option (right to buy) 27.13 2023-01-07 Class B Common Stock 1823 1823 D Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years. Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years. The reporting person disclaims beneficial ownership of these shares. Does not include 62,500 shares of class B common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years. Does not include 62,500 shares of class b common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years. On May 22, 2013, the Issuer completed a recapitalization pursuant to which it, among other things, issued a stock dividend of three shares of class A common stock for each share of then-existing common stock and reclassified each share of its then-existing common stock as one-half of one share of class B common stock. All fractional shares of class B common stock were cashed-out in the recapitalization. In connection with the recapitalization, the exercise prices of outstanding options were equitably adjusted to prevent the dilution or enlargement of the benefits intended to be provided. This option became fully exercisable on January 5, 2009. This option became fully exercisable on January 5, 2011. This option became fully exercisable on January 5, 2012. This option became fully exercisable on January 4, 2013. This option becomes fully exercisable on January 5, 2014. This option becomes fully exercisable on January 5, 2015. This option becomes fully exercisable on January 5, 2016. This option becomes fully exercisable on January 5, 2017. This option becomes fully exercisable on January 7, 2018. /s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays 2013-07-02