SEC Form 4
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*
SHELTON GENERAL HENRY HUGH

(Last) (First) (Middle)
C/O RED HAT, INC.
100 EAST DAVIE STREET

(Street)
RALEIGH NC 27601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RED HAT INC [ RHT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/10/2017 M 9,707(1) A $0.00 21,271 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Deferred Stock Unit $0.00 08/10/2017 M 345 (2) (2) Common Stock 345 $0.00 0 D
Deferred Stock Unit $0.00 08/10/2017 M 344 (3) (3) Common Stock 344 $0.00 0 D
Deferred Stock Unit $0.00 08/10/2017 M 2,033 (4) (4) Common Stock 2,033 $0.00 0 D
Deferred Stock Unit $0.00 08/10/2017 M 366 (5) (5) Common Stock 366 $0.00 0 D
Deferred Stock Unit $0.00 08/10/2017 M 249 (6) (6) Common Stock 249 $0.00 0 D
Deferred Stock Unit $0.00 08/10/2017 M 3,849 (7) (7) Common Stock 3,849 $0.00 0 D
Deferred Stock Unit $0.00 08/10/2017 M 2,521 (8) (8) Common Stock 2,521 $0.00 0 D
Explanation of Responses:
1. These shares were acquired on a one-for-one basis pursuant to DSU distributions triggered by the Reporting Person's end of service on the Board of Directors of Red Hat, Inc. effective August 10, 2017.
2. This DSU was granted on February 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
3. This DSU was granted on May 16, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
4. This DSU was granted on July 18, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service.
5. This DSU was granted on August 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
6. This DSU was granted on November 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
7. This DSU was granted on July 16, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service.
8. This DSU was granted on July 16, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service.
Remarks:
/s/ Stephanie Trunk, Atty in Fact UPOA 08/11/2017
** 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).
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