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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 | ||||||||
Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 12,710,165 | 12,710,165 (4) | D | ||||||||
Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 1,102,684 | 1,102,684 (5) | I | By Wife | |||||||
Class B Common Stock | (3) | 03/09/2011 | G(6) | V | 120,365 | (3) | (3) | Class A Common Stock | 120,365 | $ 0 | 3,982,115 (4) | I | By GRATs | ||
Class B Common Stock | (3) | 03/09/2011 | G(7) | V | 58,317 | (3) | (3) | Class A Common Stock | 58,317 | $ 0 | 1,289,376 (5) | I | By Wife's GRATs | ||
Class B Common Stock | (3) | 03/09/2011 | G(6) | V | 120,365 | (3) | (3) | Class A Common Stock | 120,365 | $ 0 | 120,365 | I | By Trust (6) | ||
Class B Common Stock | (3) | 03/09/2011 | G(7) | V | 58,317 | (3) | (3) | Class A Common Stock | 58,317 | $ 0 | 58,317 | I | By Trust (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAUREN RALPH 650 MADISON AVE NEW YORK, NY 10022 |
X | X | Chairman & CEO |
/s/ Yen D. Chu, Attorney-in-Fact | 04/19/2011 | |
**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) | Represents restricted stock units payable as a result of the payment of a cash dividend on the Issuer's Class A Common Stock. The restricted stock units are payable solely in shares of the Issuer's Class A Common Stock issued to the reporting person in respect of restricted stock units previously granted under the Issuer's 1997 Long-Term Stock Incentive Plan. |
(2) | This amount includes 100 shares of Class A Common Stock with respect to which the reporting person has not previously reported a pecuniary interest. These shares were purchased by the reporting person on June 12, 1997 at a price of $32.23 per share in connection with the Issuer's initial public offering. |
(3) | The reporting person has the right, at his option, at any time and from time to time, to convert shares of Class B Common Stock into Class A Common Stock on a one-for-one basis. |
(4) | Reflects a distribution on December 17, 2010 to the reporting person of 260,289 shares of Class B Common Stock from two grantor retained annuity trusts, of which the reporting person is a trustee, and a distribution on March 9, 2011 to the reporting person of 379,061 shares of Class B Common Stock from a terminating grantor retained annuity trust, of which the reporting person was a trustee. |
(5) | Reflects a distribution on March 9, 2011 to the reporting person's wife of 183,914 shares of Class B Common Stock from a terminating grantor retained annuity trust of the reporting person's wife, of which she was a trustee. |
(6) | Reflects a gift on March 9, 2011 of 120,365 shares of Class B Common Stock from a terminating grantor retained annuity trust to a successor trust for the benefit of the issue of the reporting person and for various trusts of which the reporting person is a grantor. The reporting person was a trustee of the terminating grantor retained annuity trust. The reporting person is an investment trustee of the successor trust. |
(7) | Reflects a gift on March 9, 2011 of 58,317 shares of Class B Common Stock from a terminating grantor retained annuity trust to a successor trust for the benefit of the issue of the reporting person's wife and for various trusts of which the reporting person's wife is a grantor. The reporting person's wife was a trustee of the terminating grantor retained annuity trust. The reporting person's wife is an investment trustee of the successor trust. |