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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 | |
Barber Paul V 100 INTERNATIONAL DRIVE, SUITE 19100 BALTIMORE, MD 21202 |
X |
/s/ Paul V. Barber | 11/16/2015 | |
**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 shares of Common Stock sold on November 12, 2015 by a revocable, living trust for which Mr. Barber is a beneficiary and for which he may be deemed to control investment decisions (the "Living Trust"). Immediately following such sale, the Living Trust directly held an aggregate of 583,628 shares of Common Stock. Mr. Barber additionally may be deemed to have beneficial ownership over the shares held by the Family Trusts described in footnote (2). Mr. Barber disclaims Section 16 beneficial ownership of the shares held by such trust and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by such trust, except to the extent of his pecuniary interest, if any, in the shares held by such trust by virtue of his position with such trust. |
(2) | Represents shares of Common Stock sold on November 13, 2015 by two family trusts for which Mr. Barber may be deemed to control investment decisions (collectively, the "Family Trusts"). Immediately following such sales, the Family Trusts directly held an aggregate of 110,663 shares of Common Stock. Mr. Barber may additionally be deemed to have beneficial ownership over the shares held by the Living Trust described in footnote (1). The Family Trusts are irrevocable, and one or more beneficiaries of such trusts is an immediate family member of Mr. Barber. Mr. Barber disclaims Section 16 beneficial ownership of the shares held by such Family Trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by such trusts, except to the extent of his pecuniary interest, if any, in the shares held by such trusts by virtue of his position with such trusts. |
(3) | The sale prices reported represent the weighted average sale price of the shares sold ranging from $84.50 to $84.88 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. |
(4) | The sale prices reported represent the weighted average sale price of the shares sold ranging from $82.70 to $83.04 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. |