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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 | ||||||||
Non Qualified Stock Option (Right to Buy) | $ 22.95 | 10/01/2011 | A | 6,715 | 10/01/2011(4) | 09/30/2018 | Common Stock | 6,715 | $ 0 | 6,715 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Marshall Edith S 401 PARK AVENUE SOUTH NEW YORK, NY 10016 |
General Counsel |
/s/ Edith S. Marshall | 10/04/2011 | |
**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) | These shares represent restricted stock units (RSUs) which were granted on October 1, 2011. Date shown is the date of grant. Fifty percent of the RSUs vest annually in 1/3 increments over a period of three years commencing on December 31, 2012. The remaining 50%, or 408 shares, vest on December 31, 2014 based on the Issuer's achievement of certain pre-defined performance criteria and the Reporting Persons satisfaction of certain service conditions. |
(2) | These shares include restricted stock units (RSUs) which were granted on May 3, 2010. These RSUs vest annually, with the first traunch having vested on May 3, 2011. |
(3) | These options have been adjusted as a result of a three-for-one stock split effected by the Issuer on August 16, 2011. Prior to the split, and as originally reported, these options related to one-third of the specified shares at an exercise price of three times the specified exercise price. |
(4) | Date shown is the date of grant. Fifty percent of these options vest annually in 1/3 increments over a period of three years commencing on December 31, 2012. The remaining 50%, or 3,357 options, vest on December 31, 2014 based on the Issuer's achievement of certain pre-defined performance criteria and the Reporting Persons satisfaction of certain service conditions. |