Tenable's Seawell exercised 115,000 options at $9.66 and sold 30,000 shares that day.

The Spill

A. Brooke Seawell, a Tenable director, sold 15,000 shares from his own account at a weighted average of $50.33 and another 15,000 from the Alexander Brooke Seawell Revocable Trust, where he is trustee, at $48.73. The insider filing (Form 4) was accepted at 7:12 p.m. on Nov. 4 and leaves him with 115,292 shares held directly, none in the trust, and no pre-set trading plan (10b5-1) marked anywhere on the form.

Lag Clock

That is two business days after the trade, inside the two-business-day deadline (Rule 16a-3).

Signal Check

The 10b5-1 box is unchecked and no footnote names a plan, so both sales are sales with no disclosed schedule, which says nothing about motive.

What the filing shows

Two sale rows total 30,000 shares and $1,485,900 at weighted averages of $48.73 and $50.33; the footnotes put the individual fills between $48.43 and $50.47. A third row records the exercise of 115,000 stock options at $9.66, or $1,110,900, which lifted the direct line to 130,292 shares before the sales.

After the filing, Seawell holds 115,292 shares directly and zero in the trust, a 20.6% trim of the 145,292-share common stake he held before the sales. On the options side, the exercised grant covered 115,000 shares at $9.66, was fully vested as of Oct. 26, 2021, carried an expiration date of Oct. 26, 2027 and now shows a balance of zero.

The Other Side

A director selling 30,000 shares at $48.73 and $50.33 reads like a cut to the stake. Count the same day's other row first: the exercise put 115,000 shares into his direct account at $9.66, the sales took 30,000 back out, and the direct line finished the day at 115,292, with the stock-option balance at zero.

The trust line went from 15,000 to nothing while the direct line kept 115,292, and the 30,000 sold were a 20.6% slice of the 145,292 he held going in. The form carries the option's expiration date, Oct. 26, 2027, and the exercise cost, $1,110,900; it carries no field linking either one to the sales.

What it can't tell you

• Why Seawell sold. A Form 4 has no reason field, and this one marks no plan. The form does not say why.
• How the exercise was paid for. The filing values the exercise at $1,110,900 but doesn't say whether cash, shares or sale proceeds covered it. There is no tax-withholding entry (code F) on the form.
• The price of each fill. Both sale prices are weighted averages. Footnote 1 says the full breakdown by price is available on request from the reporting person.

What to watch

Seawell's next Form 4: whether the trust line stays at zero and whether any of the 115,292 direct shares move.

Original sources

• SEC Form 4, accession 0001197652-26-000009