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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) | $ 12.41 | 08/12/2015 | A | 665,139 | (5) | 08/11/2021 | Class A Common Stock | 665,139 | $ 0 | 665,139 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cappelli Gregory William 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
X | Chief Executive Officer | ||
| By Gregory J. Iverson for Gregory W. Cappelli | 08/14/2015 | |
| **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 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 one-third of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 12, 2016, and the balance will vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the second and third anniversaries of the August 12, 2015 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. (footnote continued below) |
| (2) | (continued from footnote 1 above) In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. 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. (footnote continued below) |
| (3) | (continued from footnote 2 above) 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. |
| (4) | Includes (i) 236,907 shares of the Issuer's Class A common stock subject to the reported RSU award and (ii) 137,997 shares of the Issuer's Class A common stock subject to RSUs granted on August 12, 2014. The 137,997 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 equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 12, 2015, August 12, 2016, and August 12, 2017 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer, and all of the RSUs are subject to service-vesting credits in the event the Reporting Person is terminated under certain specified circumstances during the service-vesting period. |
| (5) | 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 three successive equal annual installments on each of the first three anniversaries of the August 12, 2015 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. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment with the Issuer should terminate under certain specified circumstances during the service-vesting period. |