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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FACTSET RESEARCH SYSTEMS INC [ FDS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2024 | ||||||||||||||||||||||||||
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 | 11/01/2024 | M | 3,000 | A | $164.9 | 15,987.4699 | D | |||
Common Stock | 11/01/2024 | S(1) | 3,000 | D | $453.68 | 12,987.4699 | D | |||
Common Stock | 11/01/2024 | A | 6,764(2) | A | $0 | 19,751.4699 | D | |||
Common Stock | 11/01/2024 | F | 3,135(3) | D | $458.8 | 16,616.4699 | D |
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 | ||||||||
Employee Stock Option (right to buy) | $458.8 | 11/01/2024 | A | 28,175 | (4) | 11/01/2034 | Common Stock | 28,175 | $0 | 28,175 | D | ||||
Employee Stock Option (right to buy) | $164.9 | 11/01/2024 | M | 3,000 | (5) | 07/01/2025 | Common Stock | 3,000 | $0 | 3,000 | D |
Explanation of Responses: |
1. This Transaction was effected pursuant to a Rule 10b5-1 Plan adopted by Mr. Snow on September 27, 2023, with an effective date of January 2, 2024, in order to facilitate his exercise of non-qualified stock options. Accordingly, Mr. Snow had no discretion with regard to the timing of the transaction. |
2. Represents common stock received upon the vesting on November 1, 2024, of performance share units ("PSUs") granted on November 1, 2021. Each PSU converted into 1.275 shares of common stock upon vesting based on the Company's performance during the three-fiscal year period beginning September 1, 2021 and ending August 31, 2024 (the "Performance Period") measured against performance goals established for the Performance Period based 50% on the Company's adjusted cumulative operating earnings and 50% on the Company's adjusted cumulative revenues during the Performance Period. |
3. Represents the number of shares withheld to cover the cost of taxes upon vesting on November 1, 2024, of PSUs granted on November 1, 2021. |
4. Options vest 20% annually on the anniversary date of the grant and are fully vested after five years. |
5. Options were granted on July 1, 2015, and vest over a nine year period with 11.11% exercisable on each of the first nine anniversaries of the date of grant. |
Remarks: |
/s/ JEFFREY GERSHOWITZ, Attorney in Fact for Frederick Philip Snow | 11/04/2024 | |
** 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. |