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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CONWAY E VIRGIL 101 PARK AVENUE 30TH FL NEW YORK, NY 10178 |
X |
E. Virgil Conway by Thomas D. Myers as Attorney-in-Fact | 02/23/2011 | |
**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) | On February 22, 2011, the Reporting Person completed an equity swap (the "Equity Swap") of 4,000 shares of Common Stock of the Issuer for 4,000 shares of Class A Common Stock of the Issuer with Willing L. Biddle, an executive officer and director of the Issuer, by acquiring 4,000 shares of Class A Common Stock pursuant to the Equity Swap. |
(2) | This figure includes 4,500 restricted shares of Class A Common Stock issued pursuant to the Issuer's Amended and Restated Restricted Stock Award Plan. |
(3) | The Reporting Person is the direct beneficial owner of 28,321 shares of Class A Common Stock, which includes the 4,500 restricted shares referenced in Footnote (2). Additionally, he is the indirect beneficial owner of 60,000 shares of Class A Common Stock, of which 50,000 shares are held in the name of the Reporting Person's IRA Rollover Trust and 10,000 shares are owned by The Conway Foundation (the "Foundation"), of which the Reporting Person and his wife, Elaine Conway, are officers and directors. Mr. Conway disclaims beneficial ownership of any shares held by the Foundation. |