Tax treatment for vested shares on US company

A question about : Tax treatment for vested shares on US company

Hi all,
I have been struggling to find out the answers to my questions and have tried to HMRC website but to no avail! I'm hoping fellow MSE forum members will be able to help!

4 years ago (Feb 2011) I was awarded restricted shares from my employer which is a US company on the NYSE.
There were 150 restricted shares in total. These were vested/unrestricted to me over a 3 year period each Feb on the condition I was still in employment with the company (which I am). (50 shares = Year 1, 50 shares = Year 2, 50 shares = Year 3)
The final 50 shares will be vested to me this month so all 150 shares are now mine.

Each February for the last 3 years when the shares vest and become mine, my company treats them as additional salary for the month and charges tax and NI accordingly on the amount. The additional salary is calculated as the amount of shares vested x share price at time of vesting. Unfortunately for me last February 2014 I was charged tax and NI based on a share price of $80 which was when the companies' shares peaked on the NYSE. They are now worth about $50. Is there any chance I can claim tax back because the share price has now dropped? Or can I claim tax back for the last 3 years based on the share price of the company at time I was granted the shares in 2011 (Which was about $45)?

I am not sure if this these options are available to me and I am sure this is complicated because my company is US, not UK!

Any advise would be appreciated.

Thank you.

Best answers:

• You may be able to offset against any capital gains made in the year when you sell your shares on for a loss (if they are still going to be).
  But, as I understand it (not an accountant), no you will not be able to claim back just because the share price dropped.
• If you sell the shares you will realise a gain or loss (depending also on spot exchange rates not just the share price). Any loss is a capital loss so can be set against other capital gains or carried forward.
• Easy answer: No.
  A more complicated answer would be:
  Do you have restricted shares or a restricted stock unit?
  If you have restricted shares:
  - did you make a s431 election?
  - were there any forfeiture restrictions that lasted more than five years? The three year vesting conditions do not but are there any other conditions (e.g. forfeiture post vesting if you breach restrictive covenants)?
  Assuming they were RSUs or the answer to the two questions is "no" then the tax point is when they vest. At that point your employer should have made the best estimate of the amount likely to be taxed and then operated PAYE/NIC on that best estimate.
  For most people, that's the end of it. But if you can argue that the "best estimate" over stated the value of the shares on vesting then you can claim a refund of tax via your self-assessment tax return.
  If your employer has done something sensible then the best estimate will equal the share price divided by the exchange rate and so you won't be able to do anything. So it would be worth looking at historical share prices / exchange rates to see if there is a difference. Unless your employer has done something wrong, there may be very little difference. For example, they may have used Ј30.00 per share whereas using actual share prices / exchange rates on the day that the shares vested you might come up with a value of Ј29.60. Then you'd be able to claim the tax back on the 40p difference per share.
  But you can't get any tax back just because the share price has fallen a bit.
  As others have said, once you sell them you may be able to claim a capital loss. There are some circumstances where you can get that capital loss set against income but it's very unlikely where the shares are listed.
• Thanks for the replies everyone. Looks like I am just unlucky here. It really depends on the price of the shares when I finally decide to sell them I suppose!!!