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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 | ||||||||
Restricted Stock Units | $ 0 (5) | 07/09/2012 | M | 15,726.98 (6) | (6) | (6) | Common Stock | 15,726.98 | $ 0 | 0 | D | ||||
Phantom Stock Units | (7) | 07/09/2012 | M | 25,413 (8) | (8) | (8) | Common Stock | 25,413 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Urzetta Joseph 2180 RUTHERFORD ROAD CARLSBAD, CA 92008 |
SVP, Americas |
/s/ Brian P. Lynch Attorney-in-Fact for Joseph Urzetta under a Limited Power of Attorney dated July 22, 2011. | 07/11/2012 | |
**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) | Reflects vesting of prior restricted stock unit grants, which were previously reported on a Form 4 and additional restricted stock units accrued as a result of dividend equivalent rights paid by the Company pursuant to the terms of the grants. |
(2) | Reflects a deduction for cash paid in lieu of fractional shares upon the settlement of the restricted stock units |
(3) | The 5,768 shares reported in this line item represent the number of shares of restricted stock withheld by the Company to satisfy tax withholding requirements in connection with the vesting of the restricted stock unit. |
(4) | The Phantom Stock Units were settled in cash as per the terms of the award. For reporting purposes, however, the transaction is deemed to be a simultaneous acquisition and disposition of the underlying common stock and is reflected as such in this report. |
(5) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
(6) | Per the terms of the reporting persons' separation from the Company, his restricted stock units have fully vested effective July 9, 2012, relating to the 15,726.98 restricted stock units which were originally scheduled to vest on January 28, 2013. |
(7) | Each Phantom Stock Unit represents a contingent right to receive a cash payment equal to the value on the vesting date of one share of the Company's Common Stock. |
(8) | Per the terms of the reporting persons' separation from the Company, his phantom stock units have fully vested effective July 9, 2012, relating to the 25,413 phantom stock units which were originally scheduled to vest on December 29, 2012. |
Remarks: Joseph Urzetta's last day of employment with the Company was July 9, 2012. |