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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 | ||||||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 866 | (2) | (2) | Common Stock | 866 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 813 | (3) | (3) | Common Stock | 813 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 5,393 | (4) | (4) | Common Stock | 5,393 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 988 | (5) | (5) | Common Stock | 988 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 786 | (6) | (6) | Common Stock | 786 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 920 | (7) | (7) | Common Stock | 920 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 652 | (8) | (8) | Common Stock | 652 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 5,542 | (9) | (9) | Common Stock | 5,542 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 686 | (10) | (10) | Common Stock | 686 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 515 | (11) | (11) | Common Stock | 515 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 470 | (12) | (12) | Common Stock | 470 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 468 | (13) | (13) | Common Stock | 468 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 4,066 | (14) | (14) | Common Stock | 4,066 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 551 | (15) | (15) | Common Stock | 551 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 404 | (16) | (16) | Common Stock | 404 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 442 | (17) | (17) | Common Stock | 442 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 374 | (18) | (18) | Common Stock | 374 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 382 | (19) | (19) | Common Stock | 382 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 446 | (20) | (20) | Common Stock | 446 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 395 | (21) | (21) | Common Stock | 395 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 393 | (22) | (22) | Common Stock | 393 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 416 | (23) | (23) | Common Stock | 416 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 531 | (24) | (24) | Common Stock | 531 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 431 | (25) | (25) | Common Stock | 431 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 506 | (26) | (26) | Common Stock | 506 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 418 | (27) | (27) | Common Stock | 418 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 397 | (28) | (28) | Common Stock | 397 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 365 | (29) | (29) | Common Stock | 365 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 322 | (30) | (30) | Common Stock | 322 | $ 0 | 0 | D | ||||
| Deferred Stock Unit | $ 0 | 08/11/2016 | M | 318 | (31) | (31) | Common Stock | 318 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CLARKE JEFF C/O RED HAT, INC. 100 EAST DAVIE STREET RALEIGH, NC 27601 |
X | |||
| /s/ Stephanie Trunk, Atty in Fact UPOA | 08/15/2016 | |
| **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) | These shares were acquired on a one-for-one basis pursuant to DSU distributions triggered by the Reporting Person's end of service on the Board of Directors of Red Hat, Inc. effective August 11, 2016. |
| (2) | This DSU was granted on February 17, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (3) | This DSU was granted on May 15, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (4) | This DSU was granted on July 16, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service. |
| (5) | This DSU was granted on August 17, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (6) | This DSU was granted on November 16, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (7) | This DSU was granted on February 16, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (8) | This DSU was granted on May 17, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (9) | This DSU was granted on July 16, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service. |
| (10) | This DSU was granted on August 16, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (11) | This DSU was granted on November 15, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (12) | This DSU was granted on February 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (13) | This DSU was granted on May 16, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (14) | This DSU was granted on July 18, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service. |
| (15) | This DSU was granted on August 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (16) | This DSU was granted on November 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (17) | This DSU was granted on February 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (18) | This DSU was granted on May 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (19) | This DSU was granted on August 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (20) | This DSU was granted on November 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (21) | This DSU was granted on February 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (22) | This DSU was granted on May 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (23) | This DSU was granted on August 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (24) | This DSU was granted on November 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (25) | This DSU was granted on February 18, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (26) | This DSU was granted on May 15, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (27) | This DSU was granted on August 15, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (28) | This DSU was granted on November 17, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (29) | This DSU was granted on February 17, 2015 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (30) | This DSU was granted on May 15, 2015 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| (31) | This DSU was granted on August 17, 2015 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service. |
| Remarks: Form 1 of 2 | |