SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAHAFFEY KENNETH LAWRENCE

(Last) (First) (Middle)
77 RIO ROBLES

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2019 M 2,125 A $0.00 80,146 D
Common Stock 03/01/2019 M 600 A $0.00 80,746 D
Common Stock 03/01/2019 M 10,000 A $0.00 90,746 D
Common Stock 03/01/2019 M 10,625 A $0.00 101,371 D
Common Stock 03/01/2019 M 10,317 A $0.00 111,688 D
Common Stock 03/01/2019 F(1) 735 D $6.47 110,953 D
Common Stock 03/01/2019 F(1) 208 D $6.47 110,745 D
Common Stock 03/01/2019 F(1) 3,458 D $6.47 107,287 D
Common Stock 03/01/2019 F(1) 3,675 D $6.47 103,612 D
Common Stock 03/01/2019 F(1) 3,568 D $6.47 100,044 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Restricted Stock Units (RSUs) (2) 03/01/2019 M 2,125 (3) (3) Common Stock 2,125 $0.00 2,125 D
Restricted Stock Units (RSUs) (2) 03/01/2019 M 600 (3) (3) Common Stock 600 $0.00 600 D
Performance -Based Restricted Stock Units (PSUs) (4) 03/01/2019 M 10,000 (5) (5) Common Stock 10,000 $0.00 20,000 D
Restricted Stock Units (RSUs) (2) 03/01/2019 M 10,625 (6) (6) Common Stock 10,625 $0.00 31,875 D
Performance-Based Restricted Stock Units (PSUs) (4) 03/01/2019 M 10,317 (7) (7) Common Stock 10,317 $0.00 30,951 D
Explanation of Responses:
1. Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock shares.
2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
3. The remaining RSUs shall vest on March 1, 2020.
4. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
5. On March 10, 2017, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain criteria. The Compensation Committee of the Issuer's Board of Directors confirmed the achievement of the performance criteria on February 16, 2018 and, based on that assessment, determined the number of PSUs. The remaining PSUs will vest on each of March 1, 2020 and March 1, 2021.
6. The remaining RSUs shall vest in installments on each of March 1, 2020, March 1, 2021 and March 1, 2022.
7. On April 12, 2018, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain criteria. The Compensation Committee of the Issuer's Board of Directors confirmed the achievement of the performance criteria on February 12, 2019 and, based on that assessment, determined the number of PSUs. The remaining PSUs will vest on each of March 1, 2020, March 1, 2021 and March 1, 2022.
Remarks:
Lauren Walz, as attorney-in-fact for Kenneth L Mahaffey 03/05/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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