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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 | |
Bouchard Angelee F. 21650 OXNARD STREET WOODLAND HILLS, CA 91367 |
SVP, General Counsel,Secretary |
/s/ Angelee F. Bouchard | 02/24/2015 | |
**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 performance share units ("PSUs") granted to the Reporting Person on February 21, 2014 (the "2014 Grant Date") under the 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), which have been earned by the Reporting Person and which vest and become non-forfeitable as to 33-1/3% of the PSUs on each of the first, second and third anniversaries of the 2014 Grant Date (the "2014 PSU Grant"). |
(2) | Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of a grant of 5,500 RSUs made to the Reporting Person on February 21, 2014, pursuant to the 2006 Plan (the "RSU Vest"). |
(3) | The number of shares withheld by the Issuer in connection with the RSU Vest and the PSU Vest was based on the closing price of the Issuer's common stock on February 20, 2015, pursuant to the terms of the 2006 Plan. |
(4) | Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of 33-1/3% of the 2014 PSU Grant, pursuant to the 2006 Plan (the "PSU Vest"). |
(5) | The sale of Common Stock by the Reporting Person was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
(6) | Includes 15,000 shares previously held through the Bouchard Family Revocable Trust, of which the Reporting Person is a trustee and beneficiary, which were transferred to a separate account held directly by the Reporting Person. Such transfer represented a change in the form of beneficial ownership only without a change in the Reporting Person's pecuniary interest in such shares. |