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Form 4 SUNPOWER CORP For: Mar 01 Filed by: WERNER THOMAS H

March 3, 2015 9:29 PM EST
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 *
WERNER THOMAS H

(Last) (First) (Middle)
C/O SUNPOWER CORPORATION
77 RIO ROBLES

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Director, Pres and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/01/2015   M   75,000 A $ 0 207,934 D  
Common Stock 03/01/2015   M   20,723 A $ 0 228,657 D  
Common Stock 03/01/2015   M   16,667 A $ 0 245,324 D  
Common Stock 03/01/2015   M   90,538 A $ 0 335,862 D  
Common Stock 03/01/2015   M   120,593 A $ 0 456,455 D  
Common Stock 03/01/2015   M   87,833 A $ 0 544,288 D  
Common Stock 03/01/2015   F (3)   39,135 D $ 32.66 505,153 D  
Common Stock 03/01/2015   F (3)   10,814 D $ 32.66 494,339 D  
Common Stock 03/01/2015   F (3)   8,697 D $ 32.66 485,642 D  
Common Stock 03/01/2015   F (3)   47,243 D $ 32.66 438,399 D  
Common Stock 03/01/2015   F (3)   62,926 D $ 32.66 375,473 D  
Common Stock 03/01/2015   F (3)   45,832 D $ 32.66 329,641 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) (1) 03/01/2015   M     75,000   (2)   (2) Common Stock 75,000 $ 0 0 D  
Performance-Based Restricted Stock Units (PSUs) (4) 03/01/2015   M     20,723   (5)   (5) Common Stock 20,723 $ 0 41,447 D  
Restricted Stock Units (RSUs) (1) 03/01/2015   M     16,667   (6)   (6) Common Stock 16,667 $ 0 33,333 D  
Performance-Based Restricted Stock Units (PSUs) (4) 03/01/2015   M     90,538   (7)   (7) Common Stock 90,538 $ 0 0 D  
Performance-Based Restricted Stock Units (PSUs) (4) 03/01/2015   M     120,593   (7)   (7) Common Stock 120,593 $ 0 0 D  
Restricted Stock Units (RSUs) (1) 03/01/2015   M     87,833   (8)   (8) Common Stock 87,833 $ 0 83,148 D  
Explanation of Responses:
1. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
2. The last vesting date for these RSUs was March 1, 2015.
3. 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.
4. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
5. The PSUs were earned based on performance in a prior year but were then subject to time-based vesting. The remaining portion of these PSUs will vest in installments on March 1, 2016 and March 1, 2017.
6. The remaining portion of these RSUs will vest in installments on March 1, 2016 and March 1, 2017.
7. The PSUs were earned based on performance in a prior year but were then subject to time-based vesting.
8. The remaining portion of these RSUs will vest on March 1, 2016.
Karla Rogers, as attorney-in-fact for Thomas H. Werner 03/03/2015
** 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.


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