FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may
continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE | OMB APPROVAL | |
COMMISSION | OMB Number: | 3235-0287 |
Washington, D.C. 20549 | Estimated average burden | |
hours per response: | 0.5 |
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
1. Name and Address of Reporting Person*
Ben Yosef | Ofer | |
(Last) | (First) | (Middle) |
C/O ORMAT TECHNOLOGIES, INC. | ||
6140 PLUMAS ST. | ||
(Street) | ||
RENO | NV | 89519 |
(City) | (State) | (Zip) |
- Issuer Name and Ticker or Trading Symbol
ORMAT TECHNOLOGIES, INC.[ ORA ] - Date of Earliest Transaction (Month/Day/Year) 05/12/2023
- If Amendment, Date of Original Filed (Month/Day/Year)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director | 10% Owner | |
X | Officer (give title | Other (specify |
below) | below) | |
Executive Vice President Energy Storage and Business Development
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 | 2A. Deemed | 3. | 4. Securities Acquired | 5. Amount of | 6. | 7. Nature | ||
Date | Execution Date, | Transaction | (A) or Disposed Of (D) | Securities | Ownership | of Indirect | |||
(Month/Day/Year) | if any | Code (Instr. | (Instr. 3, 4 and 5) | Beneficially | Form: | Beneficial | |||
(Month/Day/Year) | 8) | Owned | Direct (D) | Ownership | |||||
(A) | Following | or Indirect | (Instr. 4) | ||||||
Reported | (I) (Instr. 4) | ||||||||
Code V | Amount | or | Price | Transaction(s) | |||||
(D) | (Instr. 3 and 4) | ||||||||
Common Stock, par value $0.001 per share | 05/12/2023 | M(1)(2) | 1,230 | A | $0 | 3,495 | D |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||
1. Title of Security (Instr. 3) | 2. Transaction | 2A. Deemed | 3. | 4. Securities Acquired | 5. Amount of | 6. | 7. Nature | ||
Date | Execution Date, | Transaction | (A) or Disposed Of (D) | Securities | Ownership | of Indirect | |||
(Month/Day/Year) | if any | Code (Instr. | (Instr. 3, 4 and 5) | Beneficially | Form: | Beneficial | |||
(Month/Day/Year) | 8) | Owned | Direct (D) | Ownership | |||||
(A) | Following | or Indirect | (Instr. 4) | ||||||
Reported | (I) (Instr. 4) | ||||||||
Code V | Amount | or | Price | Transaction(s) | |||||
(D) | (Instr. 3 and 4) | ||||||||
Common Stock, par value $0.001 per share | 05/12/2023 | M(3) | 698 | A | $0 | 4,193 | D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of | 2. | 3. Transaction | 3A. Deemed | 4. | 5. Number of | 6. Date | 7. Title and | 8. | 9. | 10. | 11. | |||
Derivative | Conversi | Date | Execution | Transact | Derivative | Exercisable | Amount of | Price | Number | Ownersh | Nature | |||
Security | on or | (Month/Day/Y | Date, if any | ion Code | Securities | and Expiration | Securities | of | of | ip Form: | of | |||
(Instr. 3) | Exercise | ear) | (Month/Day/Y | (Instr. 8) | Acquired (A) or | Date | Underlying | Deriv | derivativ | Direct | Indirect | |||
Price of | ear) | Disposed of (D) | (Month/Day/Ye | Derivative Security | ative | e | (D) or | Benefici | ||||||
Derivativ | (Instr. 3, 4 and 5) | ar) | (Instr. 3 and 4) | Secur | Securitie | Indirect | al | |||||||
e | ity | s | (I) (Instr. | Ownersh | ||||||||||
Security | (Instr. | Benefici | 4) | ip (Instr. | ||||||||||
5) | ally | 4) | ||||||||||||
Owned | ||||||||||||||
Followin | ||||||||||||||
g | ||||||||||||||
Amoun | Reporte | |||||||||||||
Date | t or | d | ||||||||||||
Exer | Expira | Numbe | Transact | |||||||||||
cisab | tion | r of | ion(s) | |||||||||||
Code V | (A) | (D) | le | Date | Title | Shares | (Instr. 4) | |||||||
Performance | (1) | 05/12/2023 | M(1)(2) | 2,562 | (1) | (1) | Common | 2,562 | $0 | 0 | D | |||
Stock Units | Stock, par | |||||||||||||
value | ||||||||||||||
$0.001 per | ||||||||||||||
share | ||||||||||||||
Restricted Stock | (2) | 05/12/2023 | M(1)(2) | 410 | (2) | (2) | Common | 410 | $0 | 410 | D | |||
Units | Stock, par | |||||||||||||
value | ||||||||||||||
$0.001 per | ||||||||||||||
share | ||||||||||||||
05/12/2023 | Common | |||||||||||||
Restricted Stock | Stock, par | |||||||||||||
(3) | M | 698 | (3) | (3) | value | 698 | $0 | 698 | D | |||||
Units | ||||||||||||||
$0.001 per | ||||||||||||||
share
Explanation of Responses:
- On May 12, 2020, the reporting person was granted performance stock units (with a target amount of 3,075), each of which represents the right to receive one share of ORA common stock upon vesting (the "PSUs"). Pursuant to their terms, the PSUs are not deemed vested until they are both performance-vested and time-vested. The PSUs performance vest on the third anniversary of the grant date, in an amount (between 0% and 150% of target) based on the issuer's achievement of relative total stockholder return from the grant date until such third anniversary, and time vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, based on the reporting person's continued service.
- On May 12, 2023, the third anniversary of the grant date of the PSUs, 100% of the PSUs performance vested in the following amount based on the issuer's achievement of relative total stockholder return during the three-year performance period: 1,640. 75% of such PSUs were immediately paid out, as they were time-vested based on the reporting person's continued service
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since the grant date. The remaining 25% of such PSUs remain subject to time-vesting until the fourth anniversary of the grant date, based on the reporting person's continued service, and are thus represented as restricted stock units ("RSUs"). Each RSU represents the right to receive one share of ORA common stock upon vesting.
3. In addition to the PSUs, the reporting person was granted 2,792 time-vesting RSUs on May 12, 2020. Each RSU represents the right to receive one share of ORA common stock upon vesting. 25% of these time-vesting RSUs vested on May 12, 2023, the third-year anniversary of the date of grant. The remaining 25% of which will vest on the fourth anniversary of the grant date, based on the reporting person's continued service.
Remarks:
/s/ Ehud Ben Yemini, as attorney-in- fact
** Signature of Reporting Person
05/16/2023
Date
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Ormat Technologies Inc. published this content on 17 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2023 22:09:06 UTC.