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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 | |
SPERLING PETER V 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040 |
X | Vice Chrmn of the Board |
by Brian L. Swartz for Peter V. Sperling | 09/02/2009 | |
**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 withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units and the issuance of the underlying shares of Class A common stock. |
(2) | Includes (i) 2,432 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009 and (ii) 3,978 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 2,432 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. (footnote continued below) |
(3) | (continued from Note 2 above). The 3,978 shares underlying the July 2, 2009 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) as follows: two-thirds of the RSUs upon the Reporting Person's continuation in service with the Issuer through August 31, 2010, and the balance upon the Reporting Person's continuation in service with the Issuer through August 31, 2011. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. |
(4) | By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. |
(5) | By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995. |