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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 the number of shares of common stock issued upon the vesting of a restricted stock unit ("RSU") plus the number of shares of common stock accrued with respect to such vested portion of the RSU as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award. The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement.|
( 2 )RSUs/PSUs convert into common stock on a one-for-one basis.
( 3 )Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU/PSU vesting.
( 4 )Represents the number of shares of common stock issued upon the vesting of a performance stock unit ("PSU"). The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement.
( 5 )The RSUs were granted on February 2, 2015. They vest in full on the third anniversary of the grant date.
( 6 )Represents only the RSUs granted on February 2, 2015 and does not include other RSUs with different vesting terms.
( 7 )On February 2, 2015, the reporting person was granted PSUs the vesting of which was subject to the achievement of certain performance criteria. On January 18, 2016, the Compensation and Management Succession Committee of the Board of Directors determined that the performance criteria were achieved with respect to the number of PSUs reported in this row. These PSUs were then eligible to vest in full on the third anniversary of the grant date provided the reporting person remained employed by the Company.
( 8 )Represents only the PSUs granted on February 2, 2015 and does not include other PSUs with different vesting terms.
|* 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).|