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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 | ||||||||
Variable Share Forward Transaction | (1) (2) (3) | 02/27/2009 | J(1)(2)(3) | 1,000,188 | 02/27/2009 | 02/27/2009 | Common Stock | 1,000,188 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HASSENFELD ALAN G |
X | X |
Tarrant Sibley, p/o/s for Alan G. Hassenfeld | 03/03/2009 | |
**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) | On February 27, 2009, Mr. Hassenfeld settled a variable share forward transaction (the "Transaction") with an unrelated third party (the "Buyer") that was entered into on February 20, 2008 relating to 1,000,188 shares of Common Stock. The Transaction specified a forward floor price of $27.0913 per share and a forward cap price of $32.5096 per share. The Transaction specified that on the settlement date, the reporting person would deliver to the Buyer (i) if the settlement price is less than or equal to the forward floor price, 1,000,188 shares, |
(2) | (ii) if the settlement price is greater than the forward floor price, but less than or equal to the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the forward floor price divided by the settlement price, and (iii) if the settlement price is greater than the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the quotient of (x) the forward floor price plus the excess of the settlement price over the forward cap price and (y) the settlement price. |
(3) | In lieu of delivering shares, Mr. Hassenfeld was eligible to elect to settle the Transaction on the Settlement Date for cash. On February 27, 2009, the settlement date, the settlement price was $22.89. Accordingly, Mr. Hassenfeld transferred to the Buyer 1,000,188 shares of Common Stock. Upon entering into the Transaction, Mr. Hassenfeld received a net cash payment from the Buyer of $473,799.95 and at the time pledged 1,000,188 shares of Common Stock to secure his obligations under the Transaction. |
(4) | Mr. Hassenfeld disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein. |