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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 | |
HOGAN JOEY B 400 BIRMINGHAM HIGHWAY CHATTANOOGA, TN 37419 |
SR EX VP & COO/PRES OF SUB. |
/s/ Joey B. Hogan, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 09/16/2009 | |
**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 restricted stock award under the 2006 Omnibus Incentive Plan, as such plan may be amended from time to time. The shares subject to the award vest when and if the issuer's Compensation Committee certifies that the issuer's consolidated diluted earnings per share, subject to certain adjustments as set forth in the award notice, for the fiscal year ending December 31, 2010 is equal to or greater than $0.05. |
(2) | Represents (i) the shares disclosed in footnote (1) above, (ii) 56,333 shares owned by the reporting person, and (iii) 12,997 restricted shares of the issuer's Class A common stock granted March 31, 2009, pursuant to a transaction previously reported by the reporting person (although the aggregate amount granted in the March 31, 2009, transaction was determined following the reporting deadline for the transaction as it was based upon the closing price of the issuer's Class A common stock two full trading days following the public release of the issuer's first quarter 2009 earnings). |
(3) | The number of shares beneficially owned following the reported transaction is equal to the reporting person's August 31, 2009 account balance in the employer stock fund under the issuer's 401(k) plan divided by the closing price on August 31, 2009. The plan is unitized and as such does not itself allocate a specific number of shares to each participant. |
(4) | Shares are owned jointly by Mr. Hogan and his wife, Melinda J. Hogan, as joint tenants. |