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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 | ||||||||
Stock Appreciation Right | $ 19.293 | 10/28/2013 | G(4) | V | 30,962 | (3) | 05/06/2019 | Common Shares, $.0033 par value per share | 30,962 | $ 0 | 21,521 (4) | I | By 2010 GRAT | ||
Stock Appreciation Right | $ 19.293 | 10/28/2013 | G(4) | V | 30,962 | (3) | 05/06/2019 | Common Shares, $.0033 par value per share | 30,962 | $ 0 | 93,229 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
IORDANOU CONSTANTINE WATERLOO HOUSE, GROUND FLOOR 100 PITTS BAY ROAD PEMBROKE, D0 HM 08 |
X | Chairman, President & CEO |
/s/ Constantine Iordanou | 11/18/2013 | |
**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 bona fide gift. |
(2) | Represents a weighted average sales price; the sales prices range from $58.30 to $58.43. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to a security holder of the issuer. |
(3) | The share appreciation right became exercisable in three equal annual installments on May 6, 2010, May 6, 2011 and May 6, 2012. |
(4) | On October 28, 2013, 30,962 share appreciation rights (SARs) were distributed from the GRAT. Such SARs were previously reported as indirectly beneficially held by the GRAT. Following such distribution, the reporting person owns 93,229 SARs and 21,521 SARs are indirectly owned by the GRAT. |
(5) | In the Form 4 filed on November 12, 2013, in addition to this sale, the reporting person also reported the sale of 26,000 shares by the 2005 GRAT. In a corrective Form 5 filing on November 18, 2013, the reporting person reported that the GRAT expired on November 23, 2012 and that the shares held by the GRAT were equally distributed to trusts for the benefit of the reporting person's three daughters for which the reporting person is not a trustee. Accordingly, the sale by the trust shares on November 8, 2013 was not required to be reported; this corrective filing removes the sale of the 26,000 common shares from the filing. |