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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
| ( 1 )Represents the number of shares of the Issuer's Common Stock (the "Common Stock") subject to performance-based restricted stock units ("PSUs") granted to the Reporting Person in 2015 (the "2015 PSUs") that were certified to be awarded by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") and vested in full on February 27, 2017. The reported shares of Common Stock subject to the 2015 PSUs represent the remaining shares subject to the 2015 PSUs and there are no remaining shares to be awarded subject to the 2015 PSUs.|
( 2 )Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the 2015 PSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the 2015 PSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.
( 3 )Represents the number of shares of Common Stock subject to PSUs granted to the Reporting Person in 2016 (the "2016 PSUs") that shall now be subject to time-based vesting following the Compensation Committee's determination of the achievement of certain performance measurements on February 27, 2017. The shares subject to the 2016 PSUs allocated to each performance metric shall vest as follows: 50% of on March 15, 2018 and 50% on March 15, 2019, subject to the Reporting Person's continued service up to and through the applicable vesting dates.
( 4 )Held by Charles F and Julie A Geiger, Co-Trustees of the 2005 Geiger Family Trust U/A/D 07-19-05. The Reporting Person is a Co-Trustee.
|* 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).|