UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Report :
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On October 15, 2021, International Business Machines Corporation (the “Company”) sent a notice (the “Blackout Notice”) to its directors and executive officers informing them that they will be subject to certain trading restrictions with respect to Company common stock acquired in connection with their services as a director or an executive officer of the Company as a result of a blackout period (the “Blackout Period”), described below, under the IBM 401(k) Plus Plan (the “Plan”), a retirement plan sponsored by the Company that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended. The administrator of the Plan will impose restrictions on transactions by participants in the Plan during the Blackout Period in order to provide for the conversion of the IBM Stock Fund of the Plan (the “IBM Stock Fund”), which is an investment option under the Plan that consists primarily of shares of Company common stock, into a new stock fund in respect of common stock of Kyndryl Holdings, Inc., in connection with, and contingent upon, the closing of the spin-off contemplated under the separation and distribution agreement and certain other transaction-related agreements among the Company and Kyndryl Holdings, Inc. (the “Spin-Off”), expected to close before the end of 2021. During this Blackout Period, Plan participants and beneficiaries temporarily will be prevented from effecting transactions involving the IBM Stock Fund. Such Blackout Period is currently expected to begin at 4:00 p.m., Eastern Time, on November 3, 2021, and to end at the end of the day on November 10.
A copy of the Blackout Notice to directors and executive officers of the Company, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit Number |
Description | |
99.1 | Form of Required Black-Out Notice – Spin-Off-Related Stock Trading Restrictions, dated October 15, 2021 | |
104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
International Business Machines Corporation | ||
Dated: October 15, 2021 | By: | /s/ Frank Sedlarcik |
Frank Sedlarcik | ||
Vice President, Assistant General Counsel and Secretary |
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