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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 | |
ORTENSTONE SUSAN B 1111 LOUISIANA HOUSTON, TX 77002 |
SVP and Chief HR Officer |
Vincent A. Mercaldi, Attorney-in-Fact | 02/21/2019 | |
**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) | Time-based restricted stock units vesting (i) in February 2022 if the Reporting Person continues to be an employee of Issuer from the grant date through the vesting date; (ii) in the event of her earlier disability or death; or (iii) on a pro-rata basis upon her earlier retirement unless she satisfies various conditions for full vesting. |
(2) | Total includes (i) 6,562 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2019, (ii) 5,276 RSUs previously awarded under the Plan and vesting in February 2020 and (iii) 5,836 RSUs previously awarded under the Plan and vesting in February 2021. The awards to vest in 2019 and 2020 shall vest if the Reporting Person continues to be an employee of Issuer from grant date through vesting date and on a pro-rata basis in the event of her earlier retirement, disability or death. The award to vest in 2021 shall vest (i) if she continues to be an employee of Issuer from grant date through vesting date and (ii) in the event of her disability or death. Also, the award to vest in 2021 shall vest on a pro-rata basis in the event of her retirement unless she satisfies various conditions for full vesting, as described in the Issuer's Proxy Statement filed with the SEC on March 15, 2018. |