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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) | $ 17.6465 | 07/27/2009 | M | 20,311 | (8) | 09/21/2011 | Class A Common Stock | 20,311 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPERLING JOHN G 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
X | X | Exec Chrmn of the Board |
by Joseph L. D'Amico for John G. Sperling | 07/28/2009 | |
**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) | Includes (i) 37,500 shares of the Issuer's Class A common stock subject to restricted stock units (RSUs) granted July 3, 2007, (ii) 10,251 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008, and (iii) 31,852 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 37,500 shares underlying the July 3, 2007 RSUs will be issued when those units vest in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2009, August 31, 2010 and August 31, 2011 vesting dates. The 10,251 shares underlying the October 31, 2008 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2009, August 31, 2010 and August 31, 2011 vesting dates. (footnote continued below) |
(2) | (continued from Note 1 above). The 31,852 shares underlying the July 2, 2009 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments on each of the August 31, 2010, July 2, 2011, July 2, 2012 and July 2, 2013 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. |
(3) | Represents the weighted average sale price per share. The actual sale prices ranged from a low of $66.04 to a high of $67.03. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. |
(4) | Represents the weighted average sale price per share. The actual sale prices ranged from a low of $67.04 to a high of $67.22. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. |
(5) | By self as trustee of the Aurora Foundation dated May 22, 1997. |
(6) | By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. |
(7) | By self as trustee and beneficiary of the John Sperling Revocable Trust dated January 31, 1995. |
(8) | The option became vested and exerciseable with respect to 50% of the underlying shares on an accelerated basis on August 31, 2002 and became vested and exerciseable with respect to the balance of the shares on an accelerated basis on August 31, 2003. |