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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 | ||||||||
Stock Option (Right to Buy) | $ 23.64 | 03/24/2014 | M(1) | 192,000 | (4) | 03/25/2014 | Common Stock | 192,000 | $ 0 | 0 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WOYS JAMES 21650 OXNARD STREET WOODLAND HILLS, CA 91367 |
EVP, Chief Operating Officer |
/s/ James E. Woys | 03/26/2014 | |
**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) | Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on March 25, 2004 under the Issuer's 2002 Stock Option Plan, as amended (the "2004 Grant"), in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. |
(2) | Includes 134,048 shares tendered by the Reporting Person to the Issuer in lieu of payment of the exercise price owed by the Reporting Person in connection with the exercise of the 2004 Grant, and 30,239 shares withheld by the Issuer from shares otherwise issuable to the Reporting Person upon exercise of the 2004 Grant to pay the withholding taxes incurred in connection with the exercise of the 2004 Grant. The tender and withholding of the shares was made in accordance with the terms of the Issuer's 2002 Stock Option Plan, as amended. |
(3) | The price used to calculate the number of shares tendered to the Issuer by the Reporting Person for payment of the exercise price and the number of shares withheld to pay the tax liability was based on the closing price of the Issuer's common stock on March 24, 2014. |
(4) | The 2004 Grant became exercisable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date. |
(5) | Represents unexercised options from the 2004 Grant beneficially owned by the Reporting Person. |
(6) | Includes 5,450 shares in which the Reporting Person has a beneficial interest under the profit-sharing component of the Issuer's 401(k) Savings Plan. |