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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 | |
IORDANOU CONSTANTINE WESSEX HOUSE, 5TH FLOOR 45 REID STREET HAMILTON, D0 HM 12 |
X | Chairman, President & CEO |
/s/ Constantine Iordanou | 12/02/2011 | |
**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) | The reporting person owns a 99% membership interest in Mathiatis LLC, a limited liability company of which he is the sole managing member. Prior ownership reports incorrectly reported that the reporting person owned 100% of the membership interests. Each of the reporting person's three children's irrevocable trusts own the remaining interest of approximately 1% in Mathiatis LLC. |
(2) | On May 23, 2008, the reporting person assigned an approximately 32.7% membership interest in Mathiatis LLC to each of his three children's irrevocable trusts. The trusts provided promissory notes in exchange for the assignment. On that date, the three irrevocable trusts held approximately 339,947 common shares. |
(3) | On May 23, 2008, the reporting person gifted an approximately 0.32% membership interest in Mathiatis LLC to the reporting person's 2008 GRAT. |
(4) | On May 27, 2009, the 2008 GRAT distributed an approximately 0.69% membership interest in Mathiatis LLC to the reporting person. The 2008 GRAT retained an approximate 0.27% membership interest in Mathiatis LLC. |
(5) | On June 7, 2010, the 2008 GRAT assigned to the reporting person its remaining membership interest in Mathiatis LLC. In addition, the reporting person no longer has a pecuniary interest in 226,632 common shares because the interest is owned by the reporting person's adult daughters who resides outside of his household. |
(6) | Represents a weighted average sale price; the sales prices range from $37.1735 to $37.2601. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to a security holder of the issuer. |
(7) | The shares were sold in order to satisfy state and federal income tax obligations. |
(8) | The reporting person no longer has a reportable beneficial ownership interest in 11,616 common shares owned by one of his adult daughters. |