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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
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| 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 performance-based restricted stock units previously granted to the reporting person by the Company on February 15, 2019. The performance conditions applicable to the award were determined to have been satisfied by the Company's Compensation and Human Capital Committee (the "Compensation Committee") on January 29, 2020, resulting in one-third (1/3) of the shares subject to the award vesting on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment with the Company through the applicable vesting date.|
( 2 )Each restricted stock unit represents the right to receive one share of common stock, subject to the applicable vesting schedule.
( 3 )Represents the number of performance-based restricted stock units previously granted to the reporting person by the Company on February 13, 2017. The performance conditions applicable to the award were determined to have been satisfied by the Company's Compensation Committee on January 29, 2020 (the "Determination Date"), resulting in the award vesting in full on the Determination Date.
( 4 )This forfeiture of shares to satisfy applicable tax withholding in connection with one or more of the awards referenced above and does not constitute a sale transaction. Pursuant to the applicable award agreements, shares are required to be forfeited to satisfy applicable tax withholding in connection with the vesting of such awards.
( 5 )Reflects the transfer by the reporting person of 22,604 shares of the Issuer's common stock to a family trust on July 9, 2019, as separately reported in this Form 4.
|* 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).|