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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Restricted Stock Units | Â | Â | Â | 3 | Â | Â | Â (4) | Â (4) | Common Stock | Â | 3,500 | Â | ||
| Restricted Stock Units | Â | 12/11/2016 | Â | M4 | Â | 1,165 | Â (4) | Â (4) | Common Stock | $ 0 | 2,335 | Â | ||
| Restricted Stock Units | Â | 10/07/2016 | Â | A4 | 1,863 | Â | Â (6) | Â (6) | Common Stock | $ 0 | 1,863 | Â | ||
| Employee Stock Option (right to buy) (7) | $ 7.2 | Â | Â | 3 | Â | Â | Â (8) | 12/08/2017 | Common Stock | Â | 50,000 | Â | ||
| Employee Stock Option (right to buy) (7) | $ 6.14 | Â | Â | 3 | Â | Â | Â (8) | 12/10/2018 | Common Stock | Â | 10,000 | Â | ||
| Employee Stock Option (right to buy) (7) | $ 6.23 | Â | Â | 3 | Â | Â | Â (8) | 01/31/2019 | Common Stock | Â | 5,000 | Â | ||
| Employee Stock Option (right to buy) (7) | $ 3.95 | Â | Â | 3 | Â | Â | Â (9) | 12/14/2024 | Common Stock | Â | 7,500 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GARDNER DANIELSON B. 802 NORTH DOUTY STREET HANFORD, CA 93230 |
 |  |  Chief Marketing & Tech Officer |  |
| Danielson B. Gardner | 08/14/2017 | |
| **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 the conversion upon vesting of Restricted Stock Units ("RSUs") into common stock. See Table II. |
| (2) | The reporting person is reporting the withholding by the Issuer of an aggregate of 438 shares of common stock that vested on December 11, 2016 pursuant to the December 11, 2015 RSU grant, but that were not issued in order to satisfy the reporting person's tax withholding obligation in connection with the delivery of the converted common stock to the reporting person. |
| (3) | Each RSU represents the contingent right to receive one share of common stock upon vesting of the RSU. The closing price of the Issuer's common stock on the date of this RSU award was $4.25. The closing price on the vesting date was $4.70. |
| (4) | The RSUs vest annually over three years, commencing on December 11, 2016 and continuing thereafter on December 11, 2017 and December 11, 2018, subject to continued service with the Issuer on each respective vesting date. |
| (5) | Each RSU represents the contingent right to receive one share of common stock upon vesting of the RSU. The closing price of the Issuer's common stock on the date of this RSU award was $5.02. |
| (6) | The RSUs vest annually over two years, on October 7, 2017 and October 7, 2018, subject to continued service with the Issuer on each respective vesting date. |
| (7) | Previously reported during the period when the reporting person was previously subject to Section 16. |
| (8) | These options are 100% vested and exercisable as of June 30, 2017. |
| (9) | The options vest in 12 quarterly installments over three years, commencing on April 1, 2015 and continuing thereafter on the first day of each succeeding fiscal quarter through and including January 1, 2018. |
|  Remarks: The reporting person was appointed as an executive officer and designated as a Section 16 insider in October 2012, and in that capacity, timely filed Form 3 and various Forms 4. Pursuant to a management organizational restructuring in 2015, the reporting person's position was no longer deemed an executive officer position, and he ceased filing Section 16 reports. On August 15, 2016, the reporting person was promoted to the newly-created executive officer position of Chief Marketing and Technology Officer. This Form 5 reports holdings and transactions through June 30, 2017, some of which were previously reported during the period when the reporting person was previously filing Section 16 reports. | |