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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 | |
HUGHES M. DAVID 400 BIRMINGHAM HIGHWAY CHATTANOOGA, TN 37419 |
SENIOR VP AND TREASURER |
/s/ David Hughes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 08/19/2010 | |
**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 surrendered to the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock granted to the reporting person, but inadvertently not reported. |
(2) | Represents (i) 56,594 shares previously reported as owned by the reporting person, (ii) the surrender of shares disclosed in footnote (1) above, and (iii) the addition of 2,761 restricted shares of the issuer's Class A common stock granted January 12, 2010, pursuant to a transaction previously reported by the reporting person (although the aggregate amount granted in the January 12, 2010, 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 year end 2009 earnings). The reporting person previously reported that the share number was determined using the closing price two full trading days following public release of the issuer's first quarter 2010 earnings, when it should have been year end 2009 earnings. |
(3) | Represents the forfeiture of restricted stock originally granted under the 2006 Omnibus Incentive Plan on September 21, 2006, due to the issuer not achieving the established performance targets, as certified by the issuer's compensation committee on the transaction date, but inadvertently not reported. |
(4) | The number of shares beneficially owned following the reported transaction is equal to the reporting person's August 17, 2010, account balance in the employer stock fund under the issuer's 401(k) plan divided by the closing price on August 17, 2010. The plan is unitized and as such does not itself allocate a specific number of shares to each participant. |