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Insider Trading Arrangements
3 Months Ended 12 Months Ended
Oct. 31, 2023
shares
Oct. 31, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
None of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report, except as described in the table below:
Name and TitleAction
Date Adopted
Character of Trading Arrangement(1)
Aggregate Number of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement
Expiration Date(2)
Sassine GhaziAdoption 9/21/2023Rule 10b5-1 Trading Arrangement
Up to 30,881 shares to be sold
9/20/2024
President, Chief Operating Officer and Director
Mercedes JohnsonAdoption 8/18/2023Rule 10b5-1 Trading Arrangement
Up to 7,500 shares to be sold
1/19/2024
Director
Rick MahoneyAdoption 9/13/2023Rule 10b5-1 Trading Arrangement
(3)
9/13/2024
Chief Revenue Officer
John F. Runkel, Jr. Adoption 9/29/2023Rule 10b5-1 Trading Arrangement
Up to 5,902 shares to be sold
7/19/2024
General Counsel and Corporate Secretary
(1)Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the Rule).
(2)Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(3)The aggregate number of common stock to be sold pursuant to Mr. Mahoney's Rule 10b5-1 Trading Arrangement includes:
a.5,956 shares of common stock held by Mr. Mahoney;
b.75% of net after-tax shares of common stock received upon the payout of 7,833 performance-based restricted stock units (PRSUs), which were granted in fiscal 2022. The number of shares that will be earned will depend on our performance. See the Compensation Discussion and Analysis in our most recent proxy statement, which was filed on February 17, 2023 for more information. In addition, the actual number of shares that will be released to Mr. Mahoney in connection with the 2022 PRSUs and sold under the Rule 10b5-1 Trading Arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable; and
c.75% of the net after-tax shares received upon the vesting of 7,832 restricted stock units, which represents1/4th of a grant of restricted stock units of 31,329 shares.
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Sassine Ghazi [Member]    
Trading Arrangements, by Individual    
Name Sassine Ghazi  
Title President, Chief Operating Officer and Director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 9/21/2023  
Arrangement Duration 365 days  
Aggregate Available 30,881 30,881
Mercedes Johnson [Member]    
Trading Arrangements, by Individual    
Name Mercedes Johnson  
Title Director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 8/18/2023  
Arrangement Duration 154 days  
Aggregate Available 7,500 7,500
Rick Mahoney [Member]    
Trading Arrangements, by Individual    
Name Rick Mahoney  
Title Chief Revenue Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 9/13/2023  
Arrangement Duration 366 days  
John F. Runkel, Jr. [Member]    
Trading Arrangements, by Individual    
Name John F. Runkel, Jr.  
Title General Counsel and Corporate Secretary  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 9/29/2023  
Arrangement Duration 294 days  
Aggregate Available 5,902 5,902
Rick Mahoney Trading Arrangement, Common Stock [Member]    
Trading Arrangements, by Individual    
Aggregate Available 5,956 5,956
Rick Mahoney Trading Arrangement, Performance-Based Restricted Stock Units Payout, 75% Net After-Tax Shares Of Common Stock [Member]    
Trading Arrangements, by Individual    
Aggregate Available 7,833 7,833
Rick Mahoney Trading Arrangement, One Fourth Grant Restricted Stock Units Vesting, 75% Net After-Tax Shares Of Common Stock [Member]    
Trading Arrangements, by Individual    
Aggregate Available 7,832 7,832
Rick Mahoney Trading Arrangement, Grant of Restricted Stock Units [Member]    
Trading Arrangements, by Individual    
Aggregate Available 31,329 31,329