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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 | ||||||||
Stock Options (right to buy) | $ 23.11 | 10/14/2015 | A(1) | 10,043 | (2) | 01/20/2024 | Common Stock | 10,043 | $ 0 | 10,043 | D | ||||
Stock Options (right to buy) | $ 23.11 | 10/14/2015 | A(1) | 14,854 | (3) | 01/20/2024 | Common Stock | 14,854 | $ 0 | 14,854 | D | ||||
Stock Options (right to buy) | $ 25.23 | 10/14/2015 | A(1) | 85,981 | (4) | 08/28/2024 | Common Stock | 85,981 | $ 0 | 85,981 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TACKE KELLY 5400 LYNDON B. JOHNSON FREEWAY, SUITE 1300 DALLAS, TX 75240 |
See Remarks |
/s/ Kelly Tacke | 10/16/2015 | |
**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) | Grant of stock options received in connection with the spin-off of Issuer from Capital Southwest Corporation ("CSWC") on September 30, 2015 (the "Spin-Off") and converted from CSWC stock options held by the Reporting Person as of the Spin-Off pursuant to the Amended and Restated Employee Matters Agreement between CSWC and the Issuer, dated September 14, 2015. |
(2) | One-fifth of the stock options are vested. The remaining four-fifths of the options will vest in four equal annual installments beginning January 20, 2016. |
(3) | One-fifth of the stock options are vested. The remaining four-fifths of the options will vest in four equal annual installments beginning January 20, 2016. |
(4) | One-third of the stock options will vest on the 90th day following the Spin-Off (the "Trigger Event Date"), one-third of the stock options with vest on the first anniversary of the Trigger Event Date and one-third of the stock options will vest on the second anniversary of the Trigger Event Date. |
Remarks: Chief Financial Officer, Treasurer and Secretary |