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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 JOHN G 4615 EAST ELWOOD STREET PHOENIX, AZ 85040 |
X | X | Acting Exec Chrmn of the Board |
By: Joseph L. D'Amico For: John G. Sperling | 07/17/2008 | |
**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 the weighted average sale price per share. The actual sale prices ranged from a low of $55.10 to a high of $56.05. 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. |
(2) | Includes 50,000 shares of the Issuer's Class A common stock underlying restricted stock units previously awarded to the Reporting Person. The restricted stock units are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then the restricted stock units will vest in four successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four year period measured from September 1, 2007, subject to accelerated vesting upon certain changes in control or ownership of the Issuer. The shares of Class A common stock will be issued as the restricted stock units vest. |
(3) | By self as trustee of the Aurora Foundation dated May 22, 1997. |
(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 John G. Sperling Revocable Trust dated January 31, 1995. |