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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 (rt to buy) | $ 29 | 08/17/2007 | D(2) | 45,000 | (3) | (3) | Common Stock | 45,000 | $ 33 (2) | 0 | D | ||||
Options (rt to buy) | $ 19.43 | 08/17/2007 | D(2) | 25,000 | (3) | (3) | Common Stock | 25,000 | $ 42.57 (2) | 0 | D | ||||
Options (rt to buy) | $ 46.37 | 08/17/2007 | D(2) | 30,000 | (3) | (3) | Common Stock | 30,000 | $ 15.63 (2) | 0 | D | ||||
Options (rt to buy) | $ 17.54 | 08/17/2007 | D(2) | 4,000 | (3) | (3) | Common Stock | 4,000 | $ 44.46 (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZENTZ ROBERT W 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
EVP, General Counsel |
Robert W. Zentz | 08/22/2007 | |
**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) | Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding shares of Issuer owned by Mr. Zentz were cancelled in exchange for his right to receive $62 per share in cash. The original Form 4 filed in connection with this transaction failed to account for the cancellation on July 12, 2007 of 2,659 shares held by Mr. Zentz to pay taxes in connection with the vesting of 7,500 shares of restricted stock upon change of control of the Issuer. A Form 4 was filed for that transaction on August 22, 2007. |
(2) | Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all vested and exercisable options to purchase shares of Issuer were cancelled in exchange for the holder's right to receive cash consideration for each option in an amount equal to the difference between $62 and the per option exercise price, which consideration will be paid to the holder on or before August 24, 2007. |
(3) | Not applicable. Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding options of Issuer were cancelled. |