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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 | ||||||||
| Options (right to buy) | $ 12.295 | 11/03/2014 | M | 250,000 | 02/02/2010(10) | 02/02/2019 | Common Stck | 250,000 | $ 0 | 0 | D | ||||
| Options (right to buy) | $ 11.93 | 11/03/2014 | M | 135,000 | 02/02/2009 | 02/02/2019 | Common Stock | 135,000 | $ 0 | 0 | D | ||||
| Options (right to buy) | $ 11.93 | 11/03/2014 | M | 108,000 | 02/02/2010(10) | 02/02/2019 | Common Stock | 108,000 | $ 0 | 0 | D | ||||
| Forward Sale Contract (obligation to sell) | (4) (5) | 11/03/2014 | J/K(4)(5) | 1 | (4) | (4) | Common Stock | 1,500,000 | $ 0 | 0 | I | By LLC | |||
| Forward Sale Contract (obligation to sell) | (6) (7) | 11/03/2014 | J/K(6)(7) | 1 | (6) | (6) | Common Stock | 300,000 | $ 0 | 0 | I | By LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOFFETT JAMES R 1615 POYDRAS STREET NEW ORLEANS, LA 70112 |
X | Chairman of the Board | ||
| Cynthia M. Molyneux, on behalf of James R. Moffett, pursuant to a power of attorney | 11/05/2014 | |
| **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) | Shares delivered and withheld in payment of exercise price of options and resulting taxes. |
| (2) | These shares were transferred to Moffett Holdings, L.L.C. (the "LLC") and are now reported as indirectly held by the Reporting Person. |
| (3) | Represents performance-based restricted stock units. |
| (4) | On November 3, 2014, the LLC settled a prepaid forward sale contract that was entered into on May 28, 2009 with a securities broker. The contract obligated the LLC to sell up to 1,500,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date. In exchange for assuming this obligation, the LLC received a cash payment of $25,752,938 as of the date of entering the contract. The contract provided that the number of shares to be delivered at maturity would be determined as follows: (a) if the closing sale prices of a share of Common Stock on the maturity date is less than or equal to $20.801, the LLC will deliver to the buyer 1,500,000 shares; (continued in footnote 5) |
| (5) | (b) if the closing sale price is greater than $20.801 and less than $46.46425, the LLC will deliver to the buyer a number of shares of Common Stock equal to 1,500,000 shares multiplied by the following fraction: $20.801 divided by the closing sale price on the maturity date; and (c) if the closing price of a share of Common Stock is greater than $46.46425, the LLC will deliver to the buyer a number of shares of Common Stock equal to 1,500,000 multiplied by the following fraction: 1 minus (25.66325 divided by the closing price on the maturity date). On November 3, 2014, the maturity date, the closing sale price was $27.79. Accordingly, the LLC transferred to the buyer 1,122,750 shares in accordance with the terms of the contract (share numbers and prices have been adjusted to reflect the stock split which occurred on Februrary 1, 2011). |
| (6) | On November 3, 2014, the LLC settled a postpaid forward sale contract that was entered into on May 28, 2009 with a securities broker. The contract obligated the LLC to sell 300,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date, with the sale price to be determined and paid on the maturity date as follows: (a) if the closing sale price of a share of Common Stock on the maturity date is less than or equal to $20.801, the sale price would be $20.801 per share; (b) if the closing price of a share of Common Stock on the maturity date is greater than or equal to $46.46425, the sale price would be $46.46425 per share; (continued in footnote 7) |
| (7) | (c) if the closing price of a share of Common Stock on the maturity date is greater than $20.861 and less than $46.46425, the per share sales price would be the closing sale price on the maturity date (share numbers and prices have been adjusted to reflect the stock split which occurred on Februrary 1, 2011). On November 3, 2014, the maturity date, the closing sale price was $27.79, and the contract was cash-settled with no net payments to either party. |
| (8) | The Reporting Person disclaims beneficial ownership of these shares. |
| (9) | Based on plan statement as of December 31, 2013. |
| (10) | 25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof. |