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Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Director and Officer Trading Arrangements

A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in Company securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in Company securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement”, or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

​

Name
(Title)

Action Taken
(Date of Action)

Type of Trading
Arrangement

Nature of Trading
Arrangement

Duration of Trading
Arrangement

Aggregate Number
of Securities

Mark Boulding (Chief Legal Officer)

Adoption (October 31, 2023)

Rule 10b5-1 trading arrangement

Sale

Until February 14, 2025 or such earlier date upon which all transactions are completed.

Up to 215,899 shares.

Matthew Klein
(Chief Executive Officer)

Adoption
(December 28, 2023)

Rule 10b5-1 trading arrangement for sell-to-cover transactions for RSUs granted on December28, 2023

Sale

Until final settlement of RSUs on or around December 29, 2026

Indeterminable (1)

​

(1) The number of shares subject to this RSU grant that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied and the market price of the Company’s common stock at the time of settlement.  This trading arrangement provides for the automatic sale of shares that would otherwise be issuable on each settlement date of the RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.

Non-Rule 10b5-1 Arrangement Adopted false
Common Stock Trading Arrangement | Mark Boulding  
Trading Arrangements, by Individual  
Name Mark Boulding
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date October 31, 2023
Termination Date February 14, 2025
Aggregate Available 215,899
Restricted Stock Unit Trading Arrangement | Matthew Klein  
Trading Arrangements, by Individual  
Name Matthew Klein
Title Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 28, 2023
Termination Date December 29, 2026