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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) | $ 11.49 | 03/30/2018 | J(1)(2) | 7,142 | 03/30/2018 | 12/30/2024 | Common Stock | 7,142 | $ 0 | 47,175 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Johnson David` T. 4695 MACARTHUR COURT, STE 1200 NEWPORT BEACH, CA 92660 |
CFO & Treasurer | |||
| /s/ D.T. Johnson | 04/02/2018 | |
| **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) | These performance stock options arose from a target award of 7,517 such options that were awarded to reporting person on December 30, 2014 and, by their terms, were to vest and become exercisable, provided i) reporting person was continuously employed by the issuer through December 30, 2017, and ii) the Company met certain financial metrics over the period from January 1, 2015 through December 31, 2017. Those financial metrics included the relative growth of its earnings before income tax ("EBIT") compared to the median growth of EBIT of a certain group of industry peers (weighted at 50%), the relative growth of its net sales as compared to the median growth of net sales of that same group (weighted at 30%) and the relative growth of the fair market value of the Company's common stock as compared to the Russell 2000 Index (weighted at 20%). The percentage of target options subject to vesting could range from 0% (for underperformance) to 200% (for outperformance). |
| (2) | (continued from footnote 1) Issuer has completed its measurement of the Company's financial performance over the measurement period and determined that reporting person is entitled to receive 195% of the target award. In this case, the reporting person would receive the product of 7,517 x 1.95 = 14,658 options, of which 7,142 are in addition to the target amount that had been reported in the Form 4 of the reporting person on or about the date of the award. |