8-KOther Events

CISCO SYSTEMS, INC. 8-K Report, Corporate Update (Dec 19, 2012)

Filed December 19, 2012For Securities:CSCO

Summary

This 8-K filing from Cisco Systems, Inc. (CSCO) on December 19, 2012, primarily reports on pre-arranged stock trading plans adopted by several key executives. Specifically, Gary B. Moore (President and COO), Robert W. Lloyd (President, Development and Sales), and Frank A. Calderoni (Executive Vice President and CFO) have initiated plans to sell company stock. These plans involve the sale of shares acquired from restricted stock units and the exercise and sale of stock options. These plans are structured under Rule 10b5-1 of the Securities Exchange Act of 1934, which allows insiders to sell stock without being in possession of material non-public information at the time of adoption. The plans are designed for diversification over specified periods, terminating between August 2013 and March 2014, and are intended to provide transparency through subsequent Form 144 and Form 4 filings.

Key Highlights

  • 1Key Cisco executives, including the COO, President of Development and Sales, and CFO, have adopted pre-arranged stock trading plans.
  • 2The plans involve the sale of restricted stock units and the exercise and sale of stock options.
  • 3Executive Gary B. Moore plans to sell up to 385,180 shares acquired from vested restricted stock units.
  • 4Executive Robert W. Lloyd plans to exercise up to 30,000 stock options and sell up to 43,750 shares from vested restricted stock units.
  • 5Executive Frank A. Calderoni plans to exercise up to 251,333 stock options and sell the acquired shares.
  • 6All transactions are conducted under Rule 10b5-1, ensuring compliance and avoiding insider trading concerns.
  • 7These plans are for diversification purposes and will be publicly disclosed via Form 144 and Form 4 filings.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly disclose that key executives at Cisco Systems have adopted pre-arranged stock trading plans, as required by SEC regulations.

The executives are selling stock as part of pre-arranged trading plans adopted under Rule 10b5-1. These plans are designed for portfolio diversification over time and are implemented when the executive does not possess material non-public information. Therefore, these sales are generally not a cause for concern, as they are planned and disclosed in advance.

Rule 10b5-1 of the Securities Exchange Act of 1934 allows corporate insiders to set up predetermined plans to buy or sell company stock at a future date. This rule provides a defense against accusations of insider trading by ensuring that trades are made when the insider is not aware of material non-public information.

The stock sales will occur over periods specified by each executive's plan, with termination dates ranging from August 2013 to March 2014. Investors can track these transactions through subsequent filings of Form 144 (Notice of Proposed Sale of Securities) and Form 4 (Statement of Changes in Beneficial Ownership) with the SEC.