Statement of Changes in Beneficial Ownership (4)
September 11 2018 - 3:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Soma Nitin
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2. Issuer Name
and
Ticker or Trading Symbol
NET 1 UEPS TECHNOLOGIES INC
[
UEPS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President, IT
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(Last)
(First)
(Middle)
PRESIDENT PLACE, 4TH FLOOR, CNR JAN SMUTS AVENUE AND BOLTON ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2017
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(Street)
ROSEBANK, JOHANNESBURG, T3 T3
(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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Common Stock
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12/31/2017
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D
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24328
(1)
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D
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$0
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57000
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D
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Common Stock
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6/30/2018
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D
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12000
(2)
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D
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$0
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45000
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D
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Common Stock
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9/7/2018
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A
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30000
(3)
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A
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$0
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75000
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$6.2
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9/7/2018
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A
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30000
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(4)
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9/7/2028
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Common Stock
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30000
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$0
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30000
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D
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Explanation of Responses:
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(1)
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Represents forfeiture of restricted stock on December 31, 2017. Vesting was subject to the satisfaction of the following conditions: (1) the closing price of the Company's common stock equaled to or exceeded $19.41 for a period of 30 consecutive trading days during a measurement period commencing on the date that the Company filed its Annual Report on Form 10-K for the fiscal year ended 2017 and ending on December 31, 2017 and (2) the recipient remained employed by the Company on a full-time basis when the condition in (1) was met. The stock price did not meet or exceed the specified target and award was forfeited.
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(2)
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Represents forfeiture of restricted stock as of June 30, 2018. Vesting was subject to: (A) recipient's continued employment with the Company through to the date it filed its 2018 Form 10-K; (B) if that condition is satisfied, then the shares would have vested based on the agreed levels of Fundamental EPS for fiscal 2018 ("2018 FEPS"), with the minimum target set at 2018 FEPS of $2.88. The Company did not achieve even the minimum 2018 FEPS target and therefore the award was forfeited.
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(3)
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Represents a grant of restricted stock approved by the remuneration committee of the Issuer's board of directors pursuant to the Amended and Restated 2015 Stock Incentive Plan. Vesting is subject to the satisfaction of the following conditions: (1) the trading price the Company's shares must equal or exceed certain agreed volume-weighted average stock price ("VWAP") levels for a period of 30 consecutive trading days during a measurement period commencing on the date that it files its Annual Report on Form 10-K for the fiscal year ended 2021 and ending on December 31, 2021 and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If both of these conditions are not satisfied, then none of the shares of restricted stock will vest and they will be forfeited.
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(4)
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Subject to the recipient's continuous service through the applicable vesting date, one third of the options vest on each of the first, second and third anniversaries of the grant date, September 7, 2018.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Soma Nitin
PRESIDENT PLACE, 4TH FLOOR
CNR JAN SMUTS AVENUE AND BOLTON ROAD
ROSEBANK, JOHANNESBURG, T3 T3
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Vice President, IT
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Signatures
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/s/ Herman G. Kotz?, Attorney-in-Fact for Nitin Soma
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9/11/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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