05/18/2026 | Press release | Distributed by Public on 05/18/2026 18:08
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option - Right to Buy(4) | $40.44 | 05/15/2026 | 05/15/2026 | M | 7,500 | 10/10/2022(5) | 10/10/2029 | Common Stock | 7,500 | $ 0 | 0 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Mookerji Suman B. 600 ANTON BLVD. SUITE 1100 COSTA MESA, CA 92626 |
Sr. V.P., C.F.O. | |||
| Suman B. Mookerji | 05/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on May 14, 2026 of 2,498 restricted stock units. |
| (2) | In connection with the operation of the Issuer's Second Amended and Restated Clawback Policy (the "Clawback Policy") with respect to the restatement and revision of the Issuer's previously issued financialstatements, as reported in the Issuer's Form 8-K filed on May 1, 2026, the Issuer determined that the Reporting Person would not have earned certain compensation had such compensation been determined basedon the restated financial statements. As a result, 2,498 restricted stock units that vested on May 14, 2026 were not delivered to the Reporting Person and 1,259 shares of the Issuer's common stock were returnedto the Issuer in accordance with the Issuer's Clawback Policy. |
| (3) | The number of shares withheld to satisfy the tax withholding obligations of the Issuer with respect to the exercise of 7,500 stock options on May 15, 2026 was inadvertently identified as 4,728 shares, which has been corrected above. |
| (4) | This option represents the right to purchase common stock under Ducommun Incorporated's Stock Incentive Plan, which is a Rule 16b-3 plan. |
| (5) | This option vested as to 2,500 shares on each of October 10, 2020, 2021 and 2022. |