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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) | $ 69.51 | 10/31/2008 | A | 25,820 | (7) | 10/30/2014 | Class A Common Stock | 25,820 | $ 0 | 25,820 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPERLING JOHN G 4025 S. RIVERPOINT PARKWAY PHOENIX, AZ 85040 |
X | X | Executive Chair of the Board |
/s/ Joseph L. D'Amico for John G. Sperling | 11/03/2008 | |
**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") awarded to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then the RSUs will vest in 3 successive equal annual installments upon the Reporting Person's completion of each year of service over the 3-year period measured from September 1, 2008, subject to accelerated vesting upon certain changes in control or ownership of the Issuer. The shares of the Issuer's Class A common stock will be issued as the RSUs vest. The RSUs also include dividend equivalent rights which will entitle the Reporting Person to the same dividends as would be received were the shares of Class A common stock underlying the RSUs actually outstanding shares. |
(2) | Includes 10,251 shares of the Issuer's Class A common stock subject to the reported RSUs. |
(3) | Includes 37,500 shares of the Issuer's Class A common stock subject to RSUs granted on July 3, 2007 that will be issued incrementally as those RSUs vest over a defined service period. |
(4) | By self as the trustee of the Aurora Foundation dated May 22, 1997. |
(5) | By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. |
(6) | By self as trustee and beneficiary of the John G. Sperling Revocable Trust dated January 31, 1995. |
(7) | The option will vest and become exercisable for the underlying shares of Class A Common stock in 3 successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the 3-year period measured from September 1, 2008, subject to accelerated vesting upon certain changes in control or ownership of the Issuer. |