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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 87.91 | 02/17/2012 | A | 312,000 | (7) | 02/17/2022 | Common Stock | 0 | $ 0 | 312,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PYOTT DAVID E I 2525 DUPONT DRIVE IRVINE, CA 92612 |
X | Chairman, President and CEO |
/s/ Matthew J. Maletta, attorney-in-fact for David E.I. Pyott | 02/22/2012 | |
**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 shares of the issuer's common stock underlying performance-based restricted stock units ("RSUs"). The RSUs will vest, if at all, only if (i) certain performance goals tied to the market value of the issuer's common stock are achieved during the performance period of February 17, 2012 through February 16, 2017 and (ii) the reporting person remains continuously employed with the issuer throughout the performance period. The RSUs may vest earlier on an accelerated basis in the event of the reporting person's termination of employment due to death or disability or a qualifying termination of the reporting person's employment following a change in ownership or control of the issuer. |
(2) | Exempt disposition fo the issuer, effective 2/17/2012, of a number of shares determined to be sufficient to satisfy tax withholding obligations resulting from the lapse of restrictions on an exempt award of 2,045 shares of restricted stock granted on 2/17/2012 (the Restricted Stock Award), under the issuer's bonus plan. The restrictions lapsed on the Restricted Stock Award as of the participant's normal retirement eligibility date, which is the later of (i) the date on which the participant reaches age 55, and (ii) the date the participant has been employed by the issuer for 5 years. |
(3) | Represents shares of the issuer's common stock issued under the 2011 Executive Bonus Plan. |
(4) | Shares allocated to reporting person's SIP account as of reporting date. |
(5) | Shares allocated to the reporting person's ESOP account as of reporting date. |
(6) | David and Julianna Pyott Living Trust dated June 14, 1999, in which the reporting person has a pecuniary interest and of which the reporting person and his spouse are each trustees. |
(7) | The option becomes exercisable in four equal annual installments beginning February 17, 2013. |