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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 | |
D'Amico Joseph Lawrence 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
Interim CFO |
Joseph L. D'Amico | 07/07/2015 | |
**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) | 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) 18,095 shares of the Issuer's Class A common stock subject to RSUs granted May 29, 2015, (ii) 15,067 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (iii) 11,165 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 18,095 shares listed in (i) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the November 30, 2015 vesting date, subject to accelerated vesting in the event the Reporting Person's employment terminates under certain specified circumstances during the service-vesting period. The 15,067 shares listed in (ii) above will be issued when those units vest on the July 2, 2016 vesting date. The 11,165 shares listed in (iii) above will be issued when those units vest on 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. |
(3) | Does not include 30,546 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. The award 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) | By spouse as trustee and beneficiary of the D'Amico Gift Trust dated December 26, 2012. |