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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 | |
Iverson Gregory James 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
VP, CAO & Controller |
By Brian L. Swartz for Gregory J. Iverson | 07/07/2014 | |
**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 shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted stock units (RSUs) and the issuance of the underlying shares of the Issuer's Class A common stock. |
(2) | Includes (i) 20,940 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (ii) 826 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iii) 4,844 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (iv) 1,602 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 20,940 shares listed in (i) above 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. (footnote continued below) |
(3) | (continued from footnote 2 above) The 826 shares listed in (ii) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 2, 2015 vesting date. The 4,844 shares listed in (iii) above 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 2, 2015 and July 2, 2016 vesting dates. The 1,602 shares listed in (iv) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 6, 2015 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. (footnote continued below) |
(4) | (continued from footnote 3 above) Does not include (i) 432 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, (ii) 180 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on October 5, 2011, or (iii) 1,047 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. 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. |
(5) | In addition to the number of shares set forth in footnote 2 above, includes an additional (i) 1,602 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, and (ii) 880 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010, both of which vested on July 6, 2014. |