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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 | ||||||||
| Non-qualified stock option (Right to Buy) | $ 3.4 | 03/02/2015 | A | 48,000 | 03/01/2016(8) | 03/01/2025 | Common Stock | 48,000 | $ 0 (4) | 48,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Boncel Daniel R 222 S. MILL AVE. SUITE #800 TEMPE, AZ 85281 |
Principal Accounting Officer | |||
| Daniel R. Boncel /s/ James R. Todd, Attorney-in-Fact | 03/04/2015 | |
| **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) | The number of securities reported in this row represents the total number of shares purchased by Reporting Person pursuant to the 2015 Officer Stock Ownership Program, a description of which can be found in the current report on Form 8-K filed with the Security Exchange Commission on February 20, 2015. |
| (2) | This includes 55,820 unvested restricted stock units. |
| (3) | Restricted Stock Unit ("RSU") grant pursuant to the 2015 Officer Stock Ownership Program (the "Program"). Reporting Person received a total of 2,058 RSUs, which is equal to 20% of the total shares purchased under the Program. Subject to the provisions of the 2007 Equity Incentive Plan, the RSU grant will vest on the one year anniversary of the date of grant (the "Vesting Date"), provided the Reporting Person does not assign, transfer, pledge or otherwise dispose of the purchased shares prior to the Vesting Date, and remains a Service Provider to the Company through the Vesting Date. |
| (4) | $0.00 is used for technical reasons as there is no price for this security until it vests in the case of RSUs, or until it is exercised in the case of stock options. |
| (5) | This includes 57,878 unvested restricted stock units. |
| (6) | Reporting Person received an aggregate of 32,000 restricted stock units. Subject to the provisions of the 2007 Equity Incentive Plan and Reporting Person's employment and restricted stock unit agreements with the Company, one-third (1/3rd) of the restricted stock units will vest on March 1, 2016, and an additional one-twelfth (1/12th) will vest on the first day of each June, September, December, and March thereafter for the next eight (8) quarters, provided Reporting Person continues to be a Service Provider through each such vesting date. |
| (7) | This includes 89,878 unvested restricted stock units. |
| (8) | Reporting Person received an aggregate of 48,000 stock options. Subject to the provisions of the 2007 Equity Incentive Plan and Reporting Person's employment and stock option agreements with the Company, one-third (1/3rd) of the shares subject to the Stock Options will vest on March 1, 2016 (the "Vesting Commencement Date"), and one-thirty-sixth (1/36th) of the Shares subject to the Stock Option will vest each month thereafter on the same day of the month as the Vesting Commencement Date until all of the Stock Options have vested (three years), provided the Reporting Person continues to be a Service Provider through each such vesting date. |
| Remarks: Executed pursuant to the Limited Power of Attorney for Section 16 reporting obligations dated October 8, 2013. | |