Form 4: SoundThinking Director Burton Goldfield Increases Stake with New RSU Grant

SoundThinking, Inc. Director and 10% Owner Burton M. Goldfield has reported the acquisition of 8,115 Restricted Stock Units, increasing his direct and indirect beneficial ownership in the company.

Summary

• Burton M. Goldfield, a Director and 10% Owner of SoundThinking, Inc. (SSTI), acquired 8,115 Restricted Stock Units (RSUs) on June 4, 2025.
• These RSUs were granted at a price of $0 per unit, which is typical for RSU awards.
• Following this transaction, Mr. Goldfield directly beneficially owns 9,242 shares of Common Stock.
• Additionally, 18,500 shares are indirectly beneficially owned through the Burton M. and Maud Carol Goldfield Trust, where Mr. Goldfield and his spouse serve as trustees and beneficiaries.
• The RSUs are set to vest upon the earlier of June 4, 2026, or the Company's next annual meeting of stockholders.
• Accelerated vesting will occur upon a Change in Control (as defined in the Issuer's 2017 Equity Incentive Plan) or immediately prior to the effectiveness of Mr. Goldfield's resignation or removal if contingent on a Change in Control.
• Vesting will terminate if Mr. Goldfield's Continuous Service, as defined in the Issuer's 2017 Equity Incentive Plan, ends.

Sentiment

Score: 6

Explanation: Slightly positive. The RSU grant indicates continued commitment from a key director and aligns his interests with shareholders, which is generally viewed favorably. No negative information is present.

Positives

• The acquisition of 8,115 Restricted Stock Units (RSUs) by Director Burton M. Goldfield demonstrates increased alignment of management interests with shareholder interests.
• The RSU grant at a $0 price is a common form of equity compensation, incentivizing long-term commitment from key personnel.

Negatives

• No specific negative financial or operational details are disclosed in this Form 4 filing, as it pertains solely to an insider's ownership change.

Risks

• The vesting of the 8,115 Restricted Stock Units is contingent upon Burton M. Goldfield's continuous service, meaning forfeiture could occur if his service terminates before the vesting conditions are met.
• The ultimate value of the RSUs upon vesting is dependent on the future market price of SoundThinking, Inc. common stock, introducing market risk.

Future Outlook

The RSU grant with future vesting dates indicates an expectation of continued service from Director Burton M. Goldfield and aligns his future compensation with the company's long-term performance. The vesting conditions tied to a Change in Control also provide clarity on equity treatment in potential M&A scenarios.

Industry Context

NA

Related Party Transactions

• 18,500 shares of Common Stock are indirectly held by the Burton M. and Maud Carol Goldfield Trust, dated 12/6/2000, where the Reporting Person and his spouse serve as trustees and beneficiaries. This represents a related party holding.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.

Next Steps

• Vesting of the 8,115 Restricted Stock Units upon the earlier of June 4, 2026, or the Company's next annual meeting of stockholders.
• Potential accelerated vesting of RSUs upon a Change in Control or specific resignation/removal conditions.

Key Dates

Keywords

SoundThinking, SSTI, SEC Form 4, Restricted Stock Units, RSU, Insider Trading, Beneficial Ownership, Director Compensation, Equity Incentive Plan, Corporate Governance, Stock Grant