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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 | ||||||||
Performance-based Restricted Stock Units | $ 0 | 02/20/2019 | A | 55,370 | (2) | (2) | Common Stock | 55,370 | $ 0 | 55,370 | D | ||||
Performan-based Restricted Stock Units | $ 0 | 02/20/2019 | D | 7,710 | (3) | (3) | Common Stock | 7,710 | $ 0 | 49,615 | D | ||||
Performan-based Restricted Stock Units | $ 0 | 02/20/2019 | M | 49,615 | (3) | (3) | Common Stock | 49,615 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TUFANO PAUL J 56 SOUTH ROCKFORD DRIVE TEMPE, AZ 85251 |
X | CEO |
/s/ James Walker by Power of Attorney for Paul J. Tufano | 02/22/2019 | |
**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) | These shares are represented by a restricted stock unit award bearing the right to receive Common Shares and are scheduled to vest in two equal installments on December 31, 2019 and December 31, 2020. |
(2) | This reflects the target number of performance-based restricted stock units awarded. Actual awards may vary from as low as zero to as high as 2.5 times the target. As soon as reasonably practicable following the end of the Performance Period (beginning on January 1, 2019 and ending on December 31, 2020) and in no event later than March 15, 2021, the number of shares that may ultimately be earned will be determined and issued. |
(3) | Based on the Company performance during the two-year performance period ending December 31, 2018, approximately 86.55% of the performance-based restricted stock units vested(as previously disclosed the reporting person had the opportunity to earn up to 250% of the number originally reported). |
(4) | These shares are being withheld to cover taxes related to the vesting of performance-based restricted stock units. |