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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 | ||||||||
2019 RSU - Stock (1) | (2) | 01/31/2019 | A | 211,301 | 04/01/2020(3) | 04/01/2022(3) | Common Stock | 211,301 | $ 0 | 211,301 | D | ||||
2019 Performance Units - 50% Stock/50% Cash (4) | (5) | 01/31/2019 | A | 316,954 | 12/31/2021 | 12/31/2021 | Common Stock | 316,954 | $ 0 | 316,954 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gatto Joseph C. Jr. 1401 ENCLAVE PARKWAY SUITE 600 HOUSTON, TX 77077 |
X | President and CEO |
Joseph C. Gatto, Jr. by Stacy E. Skelton, as Attorney-in-Fact | 02/04/2019 | |
**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) | On January 31, 2019, the reporting person was granted 211,301 Restricted Stock Units with one-third vesting each year subsequent to the award year. |
(2) | Restricted Stock Units convert into Common Stock on a one-for-one basis. |
(3) | The award terms specify three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche will vest on April 1, 2020. The second tranche will vest on April 1, 2021. The third and final tranche will vest on April 1, 2022. |
(4) | This Performance Unit award is subject to a variable number of Performance Units vesting based on performance criteria related to the total shareholder return of the Company compared to a group of peer companies. The number of Performance Units subject to vest under this award can range from as little as 0% to as much as 200%. The award terms specify that upon vesting 50% of the vested Performance Units will be payable in Common Stock and 50% will be payable in cash. |
(5) | Each Performance Unit is the economic equivalent of one share of the Company's Common Stock. |