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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 | |
Bowling James Mitchell 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
COO |
By Gregory J. Iverson for J. Mitchell Bowling | 10/26/2015 | |
**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) 77,760 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (ii) 40,293 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iii) 29,172 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iv) 20,067 shares of the Issuer's Class A common stock subject to RSUs granted December 16, 2013, and (v) 62,040 shares of the Issuer's Class A common stock subject to RSUs granted December 16, 2013. The 77,760 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, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. (footnote continued below) |
(3) | (continued from footnote 2 above) The 40,293 shares listed in (ii) above 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 August 12, 2016, August 12, 2017, and August 12, 2018 vesting dates, subject to accelerated vesting upon an involuntary termination of the Reporting Person's service without cause. The 29,172 shares listed in (iii) above 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 August 12, 2016, August 12, 2017, and August 12, 2018 vesting dates. (footnote continued below) |
(4) | (continued from footnote 3 above) The 20,067 shares listed in (iv) above 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 December 16, 2015, December 16, 2016, and December 16, 2017 vesting dates. The 62,040 shares listed in (v) 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 December 16, 2015 and December 16, 2016 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. |