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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 | ||||||||
| 2010 Stock Incentive Plan (Right to Buy) | $ 17.75 | 04/02/2015 | D(2) | 2,500 | (2) | 06/05/2016 | Common Stock | 2,500 | $ 0 | 0 | D | ||||
| 2010 Stock Incentive Plan (Right to Buy) | $ 11.72 | 04/02/2015 | A(2) | 3,787 | (2) | 06/05/2016 | Common Stock | 3,787 | $ 0 | 3,787 | D | ||||
| 2010 Stock Incentive Plan (Right to Buy) | $ 53.89 | 04/02/2015 | D(3) | 10,000 | (3) | 08/05/2019 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
| 2010 Stock Incentive Plan (Right to Buy) | $ 35.576 | 04/02/2015 | A(3) | 15,149 | (3) | 08/05/2019 | Common Stock | 15,149 | $ 0 | 15,149 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PETROCELLI ATTILIO 9 PARK PLACE GREAT NECK, NY 11021 |
X | |||
| /s/ Attilio Petrocelli | 04/03/2015 | |
| **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) | These shares are owned directly by an entity of which Mr. Petrocelli is the principal stockholder and principal executive officer. |
| (2) | In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 2,500 shares at an exercise price of $17.75 for options to purchase 3,787 shares at an exercise price of $11.72. Pursuant to Article IV(e) of the Issuer's 2010 Stock Incentive Plan, the Compensation Committee has the authority to make appropriate provisions upon the Issuer's declaration of a special cash dividend. The original options vested 25% each on the first through fourth anniversaries of June 6, 2011, the grant date, and the new options will have the same vesting terms and expiration date as the original grant. |
| (3) | In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 10,000 shares at an exercise price of $53.89 for options to purchase 15,149 shares at an exercise price of $35.576. Pursuant to Article IV(e) of the Issuer's 2010 Stock Incentive Plan, the Compensation Committee has the authority to make appropriate provisions upon the Issuer's declaration of a special cash dividend. The original options were granted on August 6, 2014, and the new options will have the same vesting terms and expiration date as the original grant. |