SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
07/11/2022
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3. Issuer Name and Ticker or Trading Symbol
BLACKBAUD INC
[ BLKB ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| EVP, Chief Commercial Officer |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
50,126 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
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/s/ S. Halle Vakani, Attorney-in-Fact |
07/21/2022 |
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** 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
5
(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. |
POWER OF ATTORNEY
Known all by these presents, that the undersigned hereby constitutes and
appoints each of Anthony Boor, Jon Olson, Alexander M. Donaldson, Donald R.
Reynolds and S. Halle Vakani, and each of them acting alone, signing singly, the
undersigned's true and lawful attorney-in-fact to: (1) execute for and on
behalf of the undersigned, in the undersigned's capacity as an officer, director
and/or 10% or more stockholder of Blackbaud, Inc. (the "Company"), Forms ID, 3,
4, 5, and Update Passphrase Acknowledgement (and any amendments thereto) in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act") and Schedules 13D and/or Schedules 13G (and any amendments
thereto) in accordance with the 1934 Act, and the rules promulgated thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form ID, 3, 4, 5,
and Update Passphrase Acknowledgement and Schedules 13D and/or Schedules 13G
(and any amendments thereto) and to file timely such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
and (3) take any other action of any type whatsoever in connection with the
foregoing which in the opinion of such attorney-in-fact may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming that all such attorneys-in-fact, or such
attorneys-in-facts' substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the 1934 Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 and Schedules 13D
and Schedules 13G with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19th day of July 2022.
/s/ David J. Benjamin
David J. Benjamin
Mr. Benjamin's non-derivative securities owned beneficially comprise the
following securities:
(a) a restricted stock award for 15,235 shares of the Issuer's common stock
("Shares") vesting in four equal annual installments beginning on February 12,
2020 (5,372 of the resulting shares were sold to satisfy tax liabilities
incurred upon vesting); (b) as determined by the Issuer's Compensation Committee
(the "Committee"), 12,530 performance restricted stock units ("PRSUs") granted
in 2020 reached an attainment of 118.7% so an aggregate of 14,875 PRSUs would
vest in three equal annual installments beginning on February 12, 2021 based on
the Issuer achieving performance goals for the period ended December 31, 2020
(4,661 of the resulting shares were sold to satisfy tax liabilities incurred
upon vesting); (c) a restricted stock award for 12,530 Shares vesting in four
equal annual installments beginning on February 12, 2021 (2,946 of the resulting
shares were sold to satisfy tax liabilities incurred upon vesting); (d) as
determined by the Issuer's Committee, 8,146 PRSUs granted on February 10, 2021
reached an attainment of 115.9% so an aggregate of 9,444 PRSUs would vest in
three equal annual installments, initially on February 23, 2022 with subsequent
vests on February 10, 2023 and February 10, 2024, based on the Issuer achieving
performance goals for the period ended December 31, 2021 (1,480 of the resulting
shares were sold to satisfy tax liabilities incurred upon vesting); (e) the
remaining 5,432 PRSUs granted on February 10, 2021 will vest dependent on the
achievement of performance goals for the periods ended December 31, 2022 and
December 31, 2023, subject to continued employment, and the final amount will be
based on the percentage of attainment reached (1,496 of the resulting shares
were sold to satisfy tax liabilities incurred upon vesting); (f) a restricted
stock award for 16,292 Shares vesting in three equal annual installments
beginning on February 10, 2022 (2,553 of the resulting shares were sold to
satisfy tax liabilities incurred upon vesting); and (g) a restricted stock award
for 16,033 Shares vesting in three equal annual installments beginning on
February 24, 2023. All restricted stock awards and PRSUs granted are subject to
continued employment.
