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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 | ||||||||
Restricted Share Units | $ 0 | 03/18/2016 | D | 2,370 | 06/15/2016 | (2) | Common Shares | 2,370 | $ 137.5 | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) (3) | $ 71.12 | 03/18/2016 | D | 10,127 | 06/15/2013 | 06/15/2022 | Common Shares | 10,127 | $ 66.38 | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) (4) | $ 68.59 | 03/18/2016 | D | 10,768 | 06/15/2011 | 06/15/2021 | Common Shares | 10,768 | $ 68.91 | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) (5) | $ 75.54 | 03/18/2016 | D | 9,804 | 05/12/2010 | 05/12/2020 | Common Shares | 9,804 | $ 61.96 | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) (6) | $ 66.08 | 03/18/2016 | D | 10,941 | 05/22/2009 | 05/22/2019 | Common Shares | 10,941 | $ 71.42 | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) (7) | $ 74.08 | 03/18/2016 | D | 8,742 | 05/22/2008 | 05/22/2018 | Common Shares | 8,742 | $ 63.42 | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) (8) | $ 73.19 | 03/18/2016 | D | 7,268 | 05/10/2007 | 05/10/2017 | Common Shares | 7,268 | $ 64.31 | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) (9) | $ 63.26 | 03/18/2016 | D | 6,725 | 05/12/2006 | 05/12/2016 | Common Shares | 6,725 | $ 74.24 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOLSBOER JAN H NOORD CRAILOSEWEG 1 HUIZEN, P7 1272 |
X |
Marc Wetherhill as Attorney-in-Fact for Jan H Holsboer | 03/22/2016 | |
**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) | Disposed of pursuant to the merger agreement between the issuer and EXOR in exchange for a cash payment of $4,259,200 on the effective date of the merger and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(2) | These Restricted Share Units (RSUs), which provided for a vest on the fifth anniversary of the date of grant, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $325,875, representing the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(3) | These Share Options, which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $672,230, representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(4) | These Share Options, which provided for an immediate vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $742,023, representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(5) | These Share Options, which provided for an immediate vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $607,456, representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(6) | These Share Options, which provided for an immediate vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $781,406, representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(7) | These Share Options, which provided for an immediate vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $554,418, representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(8) | These Share Options, which provided for an immediate vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $467,405, representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |
(9) | These Share Options, which provided for an immediate vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $499,264, representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act. |