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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 | ||||||||
Options (Right to Buy) | $ 11.87 | 02/05/2019 | A | 395,000 | 02/05/2020(6) | 02/05/2029 | Common Stock | 395,000 | $ 0 | 395,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADKERSON RICHARD C 333 NORTH CENTRAL AVENUE PHOENIX, AZ 85004 |
X | Vice Chairman, President & CEO |
Kelly C. Simoneaux, on behalf of Richard C. Adkerson pursuant to a power of attorney | 02/07/2019 | |
**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) | Represents a grant of time-vested Common Stock Restricted Stock Units. |
(2) | Shares acquired through vesting of performance-based restricted stock units granted on February 7, 2017. |
(3) | Shares acquired through vesting of performance share units (PSUs) granted on March 30, 2016. |
(4) | Shares withheld to cover the taxes due upon the vesting of 64,000 performance-based restricted stock units and 552,000 PSUs. |
(5) | Amount beneficially owned following the reported transactions includes 1,402,500 Common Stock Restricted Stock Units, 1,000,000 of which are vested but deferred. |
(6) | 33.3% exercisable on the date indicated and on each of the next two anniversaries thereof. |
Remarks: In addition to the awards reported herein, on February 5, 2019, the Reporting Person also received a grant of PSUs, which will be reflected on a Form 4 if and when such units vest. Vesting of the PSUs will be determined by the Issuer's average return on investment and relative TSR over the three-year performance period ending December 31, 2021. Since the date of Mr. Adkerson's last Form 4 reporting holdings in Table 1, an additional 250,000 shares of the Issuer's Common Stock previously reported as directly held have been contributed to a GRAT and are now reported as indirectly held. |