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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 | ||||||||
| Restricted Stock Units | (4) | 02/15/2019 | M(1) | 31,250 | (5) | (5) | Common Stock | 31,250 | $ 0 | 93,750 | D | ||||
| Restricted Stock Units | (4) | 02/15/2019 | A(3) | 155,620 | (3) | (3) | Common Stock | 155,620 | $ 0 | 155,620 | D | ||||
| Restricted Stock Units | (4) | 02/15/2019 | M(3) | 155,620 | (3) | (3) | Common Stock | 155,620 | $ 0 | 0 | D | ||||
| Stock Options | $ 3.59 | 02/15/2019 | A(6) | 650,000 | (6) | 10/10/2027 | Common Stock | 650,000 | $ 3.59 | 650,000 | D | ||||
| Stock Options | $ 3.63 | 02/15/2019 | A(6) | 155,620 | (6) | 01/02/2028 | Common Stock | 155,620 | $ 3.63 | 155,620 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Earl Nicholas C/O GLU MOBILE INC. 875 HOWARD STREET, SUITE 100 SAN FRANCISCO, CA 94103 |
X | President & CEO | ||
| /s/ Nicholas Earl | 02/19/2019 | |
| **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) | Vesting of restricted stock units (RSUs) granted to Mr. Earl on December 9, 2015. |
| (2) | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by Mr. Earl and cancelled by Glu Mobile Inc. ("Glu") in exchange for Glu's agreement to pay federal and state tax withholding obligations of Mr. Earl resulting from the vesting of RSUs. Mr. Earl did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes |
| (3) | Represents performance stock units granted to the Reporting Person on October 10, 2017, that vested on February 15, 2019 as a result of the Reporting Person having met the applicable performance criteria. |
| (4) | Each RSU represents a contingent right to receive one share of Glu common stock. |
| (5) | The RSU vested as to 25% of the total number of shares subject to the RSU on November 15, 2016 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date was February 15, 2017, the next quarterly vesting date was May 15, 2017, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day. |
| (6) | Represents performance stock options granted to the Reporting Person on October 10, 2017, that vested and became exercisable on February 15, 2019 as a result of the Reporting Person having met the applicable performance criteria. |