0001140361-18-018958.txt : 20180418 0001140361-18-018958.hdr.sgml : 20180418 20180418174443 ACCESSION NUMBER: 0001140361-18-018958 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180417 FILED AS OF DATE: 20180418 DATE AS OF CHANGE: 20180418 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: 18762032 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 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 4 1 doc1.xml FORM 4 X0306 4 2018-04-17 0 0000070487 NATIONAL RESEARCH CORP NRCIA/B 0001053133 Hays Michael D. C/O NATIONAL RESEARCH CORPORATION 1245 "Q" STREET LINCOLN NE 68508 1 1 0 0 CEO Class B Common Stock 2018-04-17 4 D 0 125 D 0 I By Spouse Common Stock 2018-04-17 4 A 0 125 A 139095 I By Spouse Class B Common Stock 2018-04-17 4 D 0 12 D 0 I By Spouse & Daughter Jt Common Stock 2018-04-17 4 A 0 12 A 87 I By Spouse & Daughter Jt Common Stock 2018-04-17 4 A 0 3870 A 3870 D Common Stock 2018-04-17 4 F 0 1799 33.55 D 2071 D Employee Stock Option (right to buy) 21.5 2018-04-17 4 D 0 2491 D 2022-01-05 Class B Common Stock 2491 0 D Employee Stock Option (right to buy) 27.13 2018-04-17 4 D 0 1823 D 2023-01-07 Class B Common Stock 1823 0 D Employee Stock Option (right to buy) 34.15 2018-04-17 4 D 0 266 D 2024-01-07 Class B Common Stock 266 0 D Employee Stock Option (right to buy) 35.48 2018-04-17 4 D 0 1669 D 2025-01-06 Class B Common Stock 1669 0 D Employee Stock Option (right to buy) 34 2018-04-17 4 D 0 1524 D 2026-01-05 Class B Common Stock 1524 0 D Employee Stock Option (right to buy) 40.54 2018-04-17 4 D 0 1246 D 2027-01-04 Class B Common Stock 1246 0 D Employee Stock Option (right to buy) 8.12 2019-01-05 Common Stock 20109 20109 D Employee Stock Option (right to buy) 6.29 2020-01-05 Common Stock 26481 26481 D Employee Stock Option (right to buy) 9.14 2021-01-05 Common Stock 17745 17745 D Employee Stock Option (right to buy) 10.75 2022-01-05 Common Stock 14949 14949 D Employee Stock Option (right to buy) 14.50 2023-01-07 Common Stock 10938 10938 D Employee Stock Option (right to buy) 18.80 2024-01-07 Common Stock 2904 2904 D Employee Stock Option (right to buy) 13.17 2025-01-06 Common Stock 10014 10014 D Employee Stock Option (right to buy) 15.23 2026-01-05 Common Stock 9145 9145 D Employee Stock Option (right to buy) 18.8 2027-01-04 Common Stock 7478 7478 D Employee Stock Option (right to buy) 36.8 2028-01-03 Common Stock 5193 5193 D On April 17, 2018, the Issuer completed a recapitalization whereby the Issuer exchanged one share of its then-existing class A common stock, plus $19.59 in cash, without interest, for each share of its then-existing class B common stock and, following such exchange, each share of class A common stock was reclassified as a share of Common Stock (the "Recapitalization"). The reporting person disclaims beneficial ownership of these shares. Pursuant to the Recapitalization, all outstanding options to purchase class B common stock were vested in full and cancelled. In exchange for the option, the reporting person received one share of common stock, plus $19.59 in cash, for each class B option, less the exercise price per share of the option and any applicable tax withholding. This option became fully exercisable on January 5, 2014. This option became fully exercisable on January 5, 2015. This option became fully exercisable on January 5, 2016. This option became fully exercisable on January 5, 2017. This option became fully exercisable on January 7, 2018. This option becomes fully exercisable on January 7, 2019. This option becomes fully exercisable on January 6, 2020. This option becomes fully exercisable on January 5, 2021. This option becomes fully exercisable on January 4, 2022. This option becomes fully exercisable on January 3, 2023. /s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays 2018-04-18