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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPERLING PETER V 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
X | Chairman of the Board |
By Brian L. Swartz for Peter V. Sperling | 11/07/2013 | |
**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) | Includes (i) 26,920 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (ii) 7,884 shares of the Issuer's Class A common stock subject to RSUs granted on May 1, 2013, (iii) 6,243 shares of the Issuer's Class A common stock subject to RSUs granted on July 2, 2012, (iv) 2,812 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, and (v) 822 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010. The 26,920 shares underlying the August 13, 2013 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2014, August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The 7,884 shares underlying the May 1, 2013 RSUs will be issued when those units vest in a series of three (footnote continued below) |
(2) | (continued from footnote 1 above) successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2014, July 2, 2015, and July 2, 2016 vesting dates. The 6,243 shares underlying the July 2, 2012 RSUs will be issued when those units vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2014, July 2, 2015, and July 2, 2016 vesting dates. The 2,812 shares underlying the July 6, 2011 RSUs will be issued when those units vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 6, 2014 and July 6, 2015 vesting dates. The 822 shares underlying the July 6, 2010 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 6, 2014 vesting date. (footnote continued below) |
(3) | (continued from footnote 2 above) All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 705 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 2, 2012, (ii) 330 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011 or (iii) 1,161 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2010. Those awards will not actually convert into any shares of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above. |
(4) | The reported transaction was effected by the John Sperling 1994 Irrevocable Trust of which the Reporting Person is a co-trustee and beneficiary. |
(5) | Represents the weighted average sale price per share. The actual sale prices ranged from a low of $27.65 to a high of $28.01. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. |
(6) | By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. |
(7) | By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995. |