| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQUINIX INC [ EQIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/25/2014 | A(1) | 24(1) | A | $0(1) | 737(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $0 | 11/25/2014 | A(2) | 201(2) | (2) | (2) | Common Stock | 201(2) | $0 | 6,201(2) | D | ||||
| Restricted Stock Units | $0 | 11/25/2014 | A(3) | 87(3) | (3) | (3) | Common Stock | 87(3) | $0 | 2,682(3) | D | ||||
| Restricted Stock Units | $0 | 11/25/2014 | A(4) | 54(4) | (4) | (4) | Common Stock | 54(4) | $0 | 1,662(4) | D | ||||
| Explanation of Responses: |
| 1. This report reflects shares received by the Reporting Person as a result of the Reporting Person's receipt of his pro rata portion of a special distribution declared by the Board of Directors of the Company on October 16, 2014 and paid on November 25, 2014 (the "Special Distribution"). |
| 2. Includes 201 additional unvested restricted stock units ("RSUs") allocated on November 5, 2014 in connection with the special distribution and associated with the previously reported RSU grant received by the Reporting Person on August 14, 2013. Subject to continuous service throughout the vesting period, the first 25% of the restricted stock units shall vest on September 1, 2014, and an additional 25% shall vest on each September 1st thereafter until fully vested. |
| 3. Includes 87 additional unvested performance stock units ("PSUs") allocated on November 25, 2014 in connection with the special distribution and associated with the previously reported RSU grant received by the Reporting Person on February 21, 2012. The vesting of which was subject to both continued service and the attainment of certain revenue and EBITDA targets for 2012. The Compensation Committee certified the degree to which the targets were achieved, therefore 50% of the achievement level of the award vested on 2/15/2013, with 25% additional units of the achievement level of the award scheduled to vest on each of February 15, 2014 and February 15, 2015, subject solely to continued service. |
| 4. Includes 54 additional unvested performance stock units ("PSUs") allocated on November 25, 2014 in connection with the Special Distribution and associated with the previously reported RSU Grant received by the reporting person on February 14, 2013. The vesting of which was subject to both continued service and the attainment of certain revenue and EBITDA targets for 2013. The Compensation Committee certified the degree to which the targets were achieved, therefore 50% of the award vested on February 28, 2014, with 25% additional units scheduled to vest on each of February 15, 2015 and February 15, 2016, subject solely to continued service. |
| Remarks: |
| Darrin B. Short, Attorney-in-Fact | 11/26/2014 | |
| ** 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. | ||