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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) | $ 17.62 | 11/21/2011 | A | 294,830 | (1)(2) | 11/21/2021 | Common Stock | 294,830 (3) | $ 0 | 294,830 | I | Family Trust (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KANOFSKY GORDON 16633 VENTURA BOULEVARD, SUITE 1050 ENCINO, CA 91436 |
X | CEO | ||
| /s/ Peter C. Walsh, Attorney-in-Fact | 11/22/2011 | |
| **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) | Vesting is contingent on service through December 31, 2015, or a qualifying termination of service on or after January 1, 2015, in which case vesting may be proportionate to the period of service (the "Service Requirement"). |
| (2) | Subject to satisfaction of the Service Requirement, the option becomes exercisable, if at all, (a) in tranches of 115,513, 88,511 and 90,806 shares if the average of the closing prices of the Issuer's common stock on the Nasdaq Global Select Market over 30 consecutive trading days equals or exceeds $41.00, $46.00 and $51.00, respectively, by December 31, 2018, or (b) in its entirety if the total shareholder return (assuming reinvestment of dividends) on the Issuer's common stock is positive and exceeds that of each of four specified publicly traded peer companies over the period from the date of grant through December 31, 2018. |
| (3) | In the event that, at the time of exercise, the fair market value per share of the Issuer's common stock exceeds the exercise price of the option by more than $55.00, the number of shares delivered upon exercise of the option shall be reduced to effectively limit the maximum gain to the option holder to $55.00 per share on the number of shares for which the option was originally granted. |
| (4) | Securities owned by the Kanofsky Family Trust dated 1-27-98, of which Mr. Kanofsky and his spouse are co-trustees. |