PITNEY BOWES INC DE
For the period ended Sep 30, 2024. Filed Nov 8, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 8, 2024
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Item 5. : Other Information
During the three months ended September 30, 2024, certain directors and officers of the Company adopted a "Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K, as set forth in the table below:
| Action | Date | Trading Arrangement | Total Shares to be Sold(3) | Expiration Date | |
|---|---|---|---|---|---|
| Rule 10b5-1(1) · Non-Rule 10b5-1(2) | |||||
| Deborah Pfeiffer (Executive Vice President and President, Presort Services) | Adopt | August 20, 2024 | x | 87,668 | November 30, 2025 |
| Kurt Wolf (Director) | Adopt | August 23, 2024 | x | 12,500,000(4) | May 25, 2025 |
| Lauren Freeman-Bosworth (Executive Vice-President, General Counsel and Corporate Secretary) | Adopt | August 30, 2024 | x | 51,000(5) | November 30, 2025 |
(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The actual number of shares sold will be dependent on the terms of, and the satisfaction of the conditions as set forth in, the written plan.
(4) Shares are held directly by Hestia Capital Partners, LP (“Hestia Capital”), Helios I, LP (“Helios”) and separately managed accounts. Mr. Wolf is the managing member of (a) Hestia Partners GP, the general partner of Hestia Capital and Helios, and (b) Hestia LLC, the investment manager of Hestia Capital, Helios, and the separately managed accounts. The 10b5-1 trading arrangement provides that the number of shares to be sold pursuant thereto is dependent on the satisfaction of certain conditions set forth in the written plan, including escalating price targets and Rule 144 volume limitations, among other parameters.
(5) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Freeman-Bosworth’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events.
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