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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 | |
DONNELL JON M 201 ALHAMBRA CIRCLE 12TH FLOOR CORAL GABLES, FL 33134 |
X | See Remarks |
Juanita I. Kerrigan, as Attorney-in-Fact for JON M. DONNELL | 06/27/2011 | |
**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) | Of the 310,000 Restricted Shares of Common Stock (the "Shares") awarded to the Reporting Person pursuant to the terms of that certain Employment Agreement dated as of October 19, 2010 between the Issuer and the Reporting Person (the "Agreement"), 70,000 Shares were time based awards; 10,000 of which vested December 31, 2010 ( of which 3,645 were withheld by Issuer in payment of Reporting Person's tax liability), and 6,822 of which vested June 23, 2011 (of which 2,486 were withheld by Issuer in payment of Reporting Person's tax liability). |
(2) | The zero (0) in this column is a "dummy" amount, solely for the purpose of permitting the use of a descriptive footnote stating that the price is not applicable. |
(3) | Of the 310,000 Restricted Shares of Common Stock (the "Shares") awarded to the Reporting Person pursuant to the terms of that certain Employment Agreement dated as of October 19, 2010 between the Issuer and the Reporting Person (the "Agreement"), 70,000 Shares were time based awards; 10,000 of which vested December 31, 2010 and 6,822 of which vested June 23, 2011. The remaining 293,178 Restricted Shares which had not vested as of June 23, 2011 were forfeit upon termination of the Employment Agreement and were thereafter cancelled. |
(4) | Represents 2,486 shares of the Issuer's Common Stock withheld by Issuer in payment of Reporting Person's tax liability upon the removal of time-based restrictions on 6,822 shares of Issuer's Common Stock at a price of $15.88 per share. The Reporting Person owns 15,691 unrestricted shares of Issuer's Common Stock as of June 23, 2011. |
Remarks: Former Director, President and Chief Executive Officer of Issuer. |