Statement of Changes in Beneficial Ownership (4)
June 03 2021 - 4:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
CONNORS MICHAEL P |
2. Issuer Name and Ticker or Trading Symbol
Information Services Group Inc.
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III
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO |
(Last)
(First)
(Middle)
2187 ATLANTIC ST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2021 |
(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Shares of Common Stock | 6/1/2021 | | F(1) | | 22342 | D | $5.90 | 5494419 | D | |
Shares of Common Stock | 6/1/2021 | | A(2) | | 118644 | A | $5.90 | 5613063 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Based RSUs | (3) | 6/1/2021 | | A | | 203390 | | (3) | 6/1/2024 | Common Stock | 203390 | $0 | 203390 | D | |
Explanation of Responses: |
(1) | Represents deemed disposition of shares of common stock to the Issuer as a result of withholding of shares of common stock to satisfy tax withholding obligations in connection with vesting of restricted stock units issued in accordance with Rule 16b-3. |
(2) | Represents restricted stock units (RSUs) granted to the reporting person pursuant to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan, which will vest in 4 equal installments on each of the first, second, third and fourth anniversaries of June 1, 2021 |
(3) | Represents a grant of RSUs that may be earned based on achievement of market price goals, which will be measured at the average closing price of the Issuer's common stock over the ten-trading-day period prior to and including the third anniversary of the date of grant. 50% of the number of RSUs reported above will be earned if the measured market price is between $5.25 and $6.00 and 100% of the RSUs will be earned if the measured market price is $7.50 or above, with straight-line interpolation of the number of earned RSUs if the measured market price is between $6 and $7.50. Unearned RSUs will be canceled. Market price goals are subject to adjustment for stock splits and certain other corporate events. The Compensation Committee determined the share price targets in December 2020 based upon the year-end 2020 share price. The targets established represent a 60% share price increase from the year-end share price. Once determined, any such earned RSUs will be fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CONNORS MICHAEL P 2187 ATLANTIC ST STAMFORD, CT 06902 | X |
| Chairman & CEO |
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Signatures
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David E. Berger, as attorney-in-fact | | 6/3/2021 |
**Signature of Reporting Person | Date |
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