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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) | $ 67.9 | 07/02/2009 | A | 6,328 | (4) | 07/02/2015 | Class A Common Stock | 6,328 | $ 0 | 6,328 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Iverson Gregory James 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
VP, CAO & Controller |
Gregory J. Iverson | 07/07/2009 | |
**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 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2010, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the July 2, 2009 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of Class A common stock will, in general, 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 (i) 2,600 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 1,000 shares of the Issuer's Class A common stock subject to RSUs granted July 10, 2008 and (iii) 420 shares of the Issuer's Class A common stock subject to RSUs granted April 3, 2009. The 1,000 shares underlying the July 10, 2008 RSUs will be issued when those units vest in a series of four successive equal annual installments on each of the first four one-year anniversaries of the July 10, 2008 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date. (Footnote continued below) |
(3) | (Continued from footnote 2 above) The 420 shares underlying the April 3, 2009 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2010, April 3, 2011, April 3, 2012, and April 3, 2013 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. |
(4) | The option will vest and become exercisable for the underlying shares of Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the July 2, 2009 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. |