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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 | ||||||||
| Deferred Stock Units under 2014 Director Fee Plan | (1) | 03/08/2018 | A | 4,141 (2) | (1) | (1) | Class A Common Stock | 4,141 | $ 0 (2) | 8,336 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GARCIA TUNON ALVARO TWO NORTHSHORE CENTER PITTSBURGH, PA 15212 |
X | |||
| /s/ Brian D. Walters (Attorney-in-Fact) | 03/09/2018 | |
| **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) | Each deferred stock unit ("DSU") is the economic equivalent of one share of Class A common stock. The DSUs become payable in common stock in accordance with a deferral election made by the reporting person or pursuant to the Issuer's Amended and Restated 2014 Director Fee Plan ("Plan"). A copy of such deferral election is on file with the Issuer. |
| (2) | The number of DSUs issued by the Issuer to the Reporting Person was calculated based on $54.34, which represents the mean of the highest and lowest sale prices per share of the Issuer's Class A common stock on the Nasdaq Exchange on the date of issuance. |
| (3) | DSUs were issued by the Issuer to the Reporting Person in the following increments and calculated based on the mean of the highest and lowest sale prices per share of the Issuer's Class A common stock on the date of issuance: 500 on 11/17/2016 at $67.40; 3,547 on 03/09/2017 at $66.25; 22 on 03/31/2017 at $67.25; 22 on 05/02/2017 at $68.30; 23 on 07/24/2017 at $65.09; 28 on 11/27/2017 at $54.35; 4,141 on 03/08/2018 at $54.34. DSUs were also issued to the Reporting Person pursuant to dividend equivalent rights in the following increments: 1 on 11/28/2016; 1 on 02/06/2017; 10 on 05/15/2017; 11 on 08/14/2017; 15 on 12/11/2017; 15 on 02/19/2018. |
| Remarks: The Power of Attorney dated February 6, 2018 was filed on February 7, 2018, in Form 4, and is incorporated herein by reference. | |