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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 | ||||||||
| Performance Units | (2) | 07/21/2016 | M | 333,333 | (3) | (3) | Common Stock | 333,333 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HUGHES JAMES ALTON C/O FIRST SOLAR 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ 85281-1244 |
X | |||
| /s/ Peter C. Bartolino, Attorney-in-fact | 07/25/2016 | |
| **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) | Represents shares of common stock issuable upon vesting of the second and final tranche of the Key Senior Talent Equity Performance Program ("KSTEPP") performance units granted to the reporting person on May 7, 2012. On July 21, 2016, the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") certified the Issuer's achievement of the vesting condition for the second tranche of the KSTEPP performance units. |
| (2) | Each performance unit represents the right to receive, upon vesting, one share of the Issuer's common stock. |
| (3) | The performance units were granted on May 7, 2012 in accordance with the Issuer's 2010 Omnibus Incentive Compensation Plan and were to vest in two separate tranches, each contingent upon the achievement of a threshold performance goal and pre-established performance criteria within a defined performance period. Performance Units could not vest unless the participant remained continuously employed by the Issuer through the applicable vesting date, unless the participant was eligible, in certain pre-established circumstances, for a pro-rata settlement. In the event of a change of control of the Issuer during the performance period, regardless of whether the threshold performance goal had been achieved, 25% of the then unvested portion of the performance unit would vest or a different amount as determined by the Compensation Committee. On November 9, 2015, the Compensation Committee had certified the Issuer's achievement of the partial vesting condition for the rolling annual period ended September 30, 2015 (tranche 1), and on July 21, 2016, the Compensation Committee certified the Issuer's achievement of the full vesting condition for the rolling annual period ended June 30, 2016 (tranche 2). |