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| DORM > SEC Filings for DORM > Form 8-K on 1-Jun-2012 | All Recent SEC Filings |
1-Jun-2012
Other Events
On May 31, 2012, Steven L. Berman, Chairman and Chief Executive Officer of Dorman Products, Inc. (the "Company"), entered into a Rule 10b5-1 trading plan (the "Plan") with a broker to manage the sale of up to 174,000 shares of the Company's common stock, subject to the terms and conditions of the Plan. The Plan will expire on December 31, 2012, unless renewed, extended, or terminated earlier by Mr. Berman.
Mr. Berman will have no control over the timing of stock sales under the Plan, thereby allowing trades to occur exempt from "blackout periods" prescribed by the Company's Insider Trading Policy. Any transactions under the Plan will be reported by Mr. Berman through Rule 144 filings and individual Form 4 filings with the Securities and Exchange Commission, as appropriate.
The Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 allows corporate insiders to establish prearranged written stock plans. A Rule 10b5-1 plan must be entered into in good faith at a time when the insider is not aware of material, nonpublic information.
The Plan has been entered into solely for estate planning and diversification purposes. Mr. Berman has stated that the Plan is designed to allow him to monetize approximately 5% of his equity position in the Company in a systematic, nondiscretionary manner with the goal of minimal market impact and compliance with regulations adopted by the Securities and Exchange Commission.
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