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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 26.74 | 08/12/2014 | A | 59,408 | (13) | 08/11/2020 | Class A Common Stock | 59,408 | $ 0 | 59,408 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Martin Sean 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
SVP, General Counsel | |||
| By Brian L. Swartz for Sean Martin | 09/04/2014 | |
| **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 underlying restricted stock units ("RSUs") granted to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2015, and the balance will vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the second, third and fourth anniversaries of the August 12, 2014 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. (footnote continued below) |
| (2) | (continued from footnote 1 above) The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU grant that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of the Issuer's Class A common stock to which they relate are issued under the RSU grant. When the vested shares of the Issuer's Class A common stock underlying the RSUs become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. |
| (3) | Includes (i) 37,024 shares of the Issuer's Class A common stock subject to the reported RSU award in line 1, (ii) 24,930 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iii) 46,860 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iv) 9,494 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (v) 3,266 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, and (vi) 2,256 shares of the Issuer's Class A common stock subject to RSUs granted October 15, 2010. (footnote continued below) |
| (4) | (continued from footnote 3 above) The 24,930 shares listed in (ii) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of three successive installments over the Reporting Person's period of service with the Issuer as follows: 20% of the RSUs will vest upon the Reporting Person's continuation in service through the August 31, 2014 vesting date, and the balance will vest in two successive equal annual installments upon the Reporting Person's continuation in service through each of the August 13, 2015 and August 13, 2016 vesting dates. The 46,860 shares listed in (iii) 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) |
| (5) | (continued from footnote 4) The 9,494 shares listed in (iv) 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 July 2, 2015 and July 2, 2016 vesting dates. The 3,266 shares listed in (v) 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. The 2,256 shares listed in (vi) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the October 15, 2014 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. |
| (6) | Does not include (i) 5,781 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) 594 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) 3,162 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. 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. |
| (7) | This amended Form 4 is being filed to reduce the amounts shown in the Reporting Person's Form 4 dated August 12, 2014 by 7,188 shares, which were inadvertently included in both the Reporting Person's direct and indirect beneficial ownership holdings. |
| (8) | Represents shares of the Issuer's Class A common stock underlying RSUs granted to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 20% of the RSUs will vest upon the Reporting Person's continuation in service with the issuer through August 31, 2015, and the balance will vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the second and third anniversaries of the August 12, 2014 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The underlying shares of the Issuer's Class A common stock will, in general, be issued as the RSUs vest. (footnote continued below) |
| (9) | (continued from footnote 8 above) The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU grant that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of the Issuer's Class A common stock to which they relate are issued under the RSU grant. When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. |
| (10) | Includes (i) 12,345,shares of the Issuer's Class A common stock subject to the reported RSU award in line 2. |
| (11) | Over a period ranging from March 20, 2011 to July 6, 2014, the Reporting Person transferred a total of 29,442 shares directly held by him into the Martin Family Trust U/A dated January 21, 2010 ("Trust"), of which the Reporting Person is the co-trustee and beneficiary. Following the transfers, the Reporting Person indirectly owned such transferred shares through the Trust. The transfers resulted in a change only in the form of beneficial ownership and, per Rule 16a-13 under the Securities Exchange Act (the "Act"), were not reportable transactions under Section 16 of the Act. Over a period ranging from January 15, 2014 to June 13, 2014, the Reporting Person's Trust sold 22,254 of these transferred shares in various transactions, all of which were properly and timely reported on previous Form 4's filed by the Reporting Person. |
| (12) | By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010. |
| (13) | The non-qualified stock option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal annual installments on each of the first four anniversaries of the August 12, 2014 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. |