| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/01/2020 | M | 3,750 | A | $0.00 | 34,226 | D | |||
| Common Stock | 03/01/2020 | M | 1,077 | A | $0.00 | 35,303 | D | |||
| Common Stock | 03/01/2020 | M | 11,875 | A | $0.00 | 47,178 | D | |||
| Common Stock | 03/01/2020 | M | 11,875 | A | $0.00 | 59,053 | D | |||
| Common Stock | 03/01/2020 | M | 11,250 | A | $0.00 | 70,303 | D | |||
| Common Stock | 03/01/2020 | M | 10,924 | A | $0.00 | 81,227 | D | |||
| Common Stock | 03/01/2020 | M | 13,305 | A | $0.00 | 94,532 | D | |||
| Common Stock | 03/01/2020 | M | 15,000 | A | $0.00 | 109,532 | D | |||
| Common Stock | 03/01/2020 | F(1) | 1,297 | D | $8.57 | 108,235 | D | |||
| Common Stock | 03/01/2020 | F(1) | 373 | D | $8.57 | 107,862 | D | |||
| Common Stock | 03/01/2020 | F(1) | 4,107 | D | $8.57 | 103,755 | D | |||
| Common Stock | 03/01/2020 | F(1) | 4,107 | D | $8.57 | 99,648 | D | |||
| Common Stock | 03/01/2020 | F(1) | 3,891 | D | $8.57 | 95,757 | D | |||
| Common Stock | 03/01/2020 | F(1) | 3,778 | D | $8.57 | 91,979 | D | |||
| Common Stock | 03/01/2020 | F(1) | 4,601 | D | $8.57 | 87,378 | D | |||
| Common Stock | 03/01/2020 | F(1) | 5,188 | D | $8.57 | 82,190 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 03/01/2020 | M | 3,750 | (3) | (3) | Common Stock | 3,750 | $0.00 | 0 | D | ||||
| Performance Based Restricted Stock Units (PSUs) | (4) | 03/01/2020 | M | 1,077 | (5) | (5) | Common Stock | 1,077 | $0.00 | 0 | D | ||||
| Performance-Based Restricted Stock Units (PSUs) | (2) | 03/01/2020 | M | 11,875 | (6) | (6) | Common Stock | 11,875 | $0.00 | 11,875 | D | ||||
| Restricted Stock Units (RSUs) | (4) | 03/01/2020 | M | 11,875 | (7) | (7) | Common Stock | 11,875 | $0.00 | 11,875 | D | ||||
| Restricted Stock Units (RSUs) | (4) | 03/01/2020 | M | 11,250 | (8) | (8) | Common Stock | 11,250 | $0.00 | 22,500 | D | ||||
| Performance-Based Restricted Stock Units (PSUs) | (2) | 03/01/2020 | M | 10,924 | (9) | (9) | Common Stock | 10,924 | $0.00 | 21,848 | D | ||||
| Performance Based Restricted Stock Units (PSU's) | (2) | 03/01/2020 | M | 13,305 | (10) | (10) | Common Stock | 13,305 | $0.00 | 39,915 | D | ||||
| Restricted Stock Units (RSU's) | (4) | 03/01/2020 | M | 15,000 | (11) | (11) | Common Stock | 15,000 | $0.00 | 45,000 | D | ||||
| Performance Based Stock Units (PSU's) | (2) | 03/01/2020 | A | 53,220 | (12) | (12) | Common Stock | 53,220 | $0.00 | 53,220 | D | ||||
| Restricted Stock Units (RSU's) | (4) | 03/01/2020 | A | 47,059 | (13) | (13) | Common Stock | 47,059 | $0.00 | 47,059 | 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 PSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
| 3. This is the final installment of these RSU's to vest. |
| 4. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
| 5. On February 22, 2016, 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 March 1, 2017 and, based on that assessment, determined the number of PSUs. This is the final installment of these PSUs to vest. |
| 6. 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 final installment of PSUs shall vest on March 1, 2021. |
| 7. The remaining RSUs shall vest on March 1, 2021. |
| 8. The remaining RSUs shall vest on March 1, 2021 and March 1, 2022. |
| 9. 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 shall vest each on March 1, 2021 and March 1, 2022. |
| 10. On February 12, 2019, 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 29, 2020 and, based on that assessment, determined the number of PSUs. The remaining PSUs shall vest in equal installments each on March 1, 2021, March 1, 2022 and March 1, 2023 |
| 11. The remaining RSUs shall vest on March 1, 2021, March 1, 2022 and March 1, 2023 |
| 12. On February 12, 2019, 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 29, 2020 and, based on that assessment, determined the number of PSUs. The PSUs will vest in four equal installments on each of March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023." |
| 13. The RSUs shall vest in four equal installments on each of March 1, 2021, March 1, 2022, March 1, 2023, and March 1, 2024. |
| Remarks: |
| Lauren Walz, as attorney-in-fact for Douglas J. Richards | 03/04/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||