SEC FORM 4 SEC Form 4
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*
Burkland Michael

(Last) (First) (Middle)
C/O FIVE9, INC. BISHOP RANCH 8, 4000
EXECUTIVE PARKWAY, SUITE 400

(Street)
SAN RAMON CA 94583

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Five9, Inc. [ FIVN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, President and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2017
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 03/07/2017 M 625,000 A $0.12 1,623,253 D
Common Stock 03/07/2017 S 625,000(1) D $15.8(2) 998,253 D
Common Stock 72,000 I The Burkland Family Revocable Trust
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
Stock Option (right to buy) $0.12 03/07/2017 M 625,000 (3) 05/20/2018 Common Stock 625,000 $0 144,496 D
Explanation of Responses:
1. Mr. Burkland exercised and sold 625,000 shares under an expiring 10 year option that was granted in May 2008, and which prior to this exercise, covered a total of 769,496 shares. Mr. Burkland's use of proceeds includes payment of the exercise price and satisfaction of required withholding taxes incurred in connection with the option exercise. Following this transaction, Mr. Burkland holds a total of 2,643,236 vested and unvested shares, RSUs and options.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.80 to $16.63, inclusive. The reporting person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
3. Original option grant was for 1,981,496 shares. Option began vesting with respect to 25% of shares subject to the option one year after January 24, 2008, and with respect to the remaining 75% of the shares subject to the option in 36 equal monthly installments thereafter.
Remarks:
/s/ David Hill, attorney-in-fact 03/07/2017
** 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).
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