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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHULTZ HOWARD D 2401 UTAH AVENUE SOUTH, SUITE 800 SEATTLE, WA 98134 |
chairman emeritus |
/s/ Alejandro C. Torres, attorney-in-fact for Howard Schultz | 06/28/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Includes 830,000 shares that were previously shown as indirectly owned through a grantor retained annuity trust (GRAT) for which the reporting person serves as the sole trustee. The shares were transferred to the reporting person on November 30, 2017 as an annuity payment that was exempt from Section 16 pursuant to Rule 16a-13. |
(2) | Includes 1,060,000 shares that were previously shown as indirectly owned through a grantor retained annuity trust (GRAT) for which the reporting person serves as the sole trustee. The shares were transferred to the reporting person on December 7, 2017 as an annuity payment in termination of the GRAT that was exempt from Section 16 pursuant to Rule 16a-13. |
(3) | Pursuant to the terms of a Retirement Agreement between the issuer and the reporting person, dated June 1, 2018, effective on June 26, 2018, (1) 31,566 shares subject to the performance-based Restricted Stock Unit ("RSU") granted on November 15, 2017 were deemed earned and vested and (2) 30,945 shares previously reported as part of the 83,553 shares earned pursuant to the performance-based RSU granted on November 16, 2015 (the "November 2015 Grant"), of which 41,777 shares vested on November 16, 2017 and 41,776 were scheduled to vest on November 16, 2018, became vested. The number shown includes the forfeiture of the remaining 10,831 shares subject to the November 2015 Grant. |
(4) | Shares withheld by the issuer to satisfy tax withholding obligations upon vesting of RSUs; not an open market transaction. |