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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 | ||||||||
Stock Options | $ 2.85 | 10/01/2011 | A | 30,000 | (1) | 10/01/2021 | Common Stock | 30,000 | $ 0 | 30,000 | D | ||||
Stock Options (2) | $ 2.85 | 10/01/2011 | A | 12,641 | 10/01/2011 | 10/01/2021 | Common Stock | 12,641 | $ 0 | 12,641 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WAGNER HARVEY A 50 SOUND VIEW DRIVE #1 NORTH GREENWICH, CT 06830 |
X |
Julie Patterson on behalf of Harvey A. Wagner | 10/04/2011 | |
**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) | Grant was issued in connection with the transition provisions of the Company's revised independent director compensation plan (the "Plan"). The option is exercisable as to shares for which the option is vested. The options shall vest in twelve equal installments of 2,500 shares with the first vesting date being December 31, 2011, followed by quarterly vesting thereafter, subject to accelerated vesting upon a change of control as described under the terms of the Plan. |
(2) | Represents 100% of Mr. Wagner's quarterly board compensation granted pursuant to the Plan with a grant date fair value (as measured by the Black-Scholes option valuation model) of $22,500. |