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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 8.43 | 05/22/2007 | A | 50,000 | (2)(4) | 05/22/2017 | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
Long-Term Incentive Performance Units | (3) | 05/22/2007 | A | 60,000 | (3)(4) | 05/22/2012 | Common Stock | 60,000 | $ 0 | 60,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Glowacki Curt 1135 EDGEBROOK HOUSTON, TX 77034 |
X | President & CEO |
/s/ Curt Glowacki | 05/24/2007 | |
**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) | 10,000 of the restricted shares will vest over a four year period beginning May 22, 2007 at the rate of 25% per year. In addition, the Company has determined that it will award Mr. Glowacki an additional 10,000 shares each year for the next four years. Each of these restricted share grants will vest over four years at the rate of 25% per year. Mr. Glowacki would need to be an employee on the dates of such grants, and through the resulting vesting schedules. The grant vesting schedules would accelerate upon a change of control in the Company. |
(2) | Options will vest over five years at the rate of 0%, 10%, 20%, 30% and 40%. |
(3) | Because the value of the long-term incentive performance units is not based solely on the value of the underlying security, they may not be a derivative security, but are listed herein in the interest of full disclosure. The units will be earned if the Company's common stock trades at or above $20.00 per share and the Company has a change of control at that price or higher within five years from the date of grant. The award is also subject to shareholder approval. |
(4) | As part of receiving these long term incentive grants, Mr. Glowacki has agreed to purchase in the open market, over the next twelve months, a total of 20,000 common shares of Company stock. |