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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 | ||||||||
2016 March Restricted Stock Units | (1) | 03/08/2019 | M | 7,844 | (1) | (1) | Common Stock (5) | 7,844 | $ 0 | 0 | D | ||||
2016 March Performance-Based Restricted Stock Units | (4) | 03/08/2019 | M | 9,930 | (4) | (4) | Common Stock (5) | 9,930 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Andrews Audrey T. 1445 ROSS AVENUE SUITE 1400 DALLAS, TX 75202 |
SVP and General Counsel |
Anthony L. Shoemaker, as Attorney-in-Fact for Audrey T. Andrews | 03/11/2019 | |
**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) | As previously reported, on March 10, 2016, the reporting person received a grant of 23,530 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on March 10, 2017, resulting in the settlement of 7,843 shares of common stock. The second vesting date occurred on March 9, 2018 (the business day prior to the anniversary date, which fell on a weekend), resulting in the settlement of 7,843 shares of common stock. The third vesting date occurred on March 8, 2019 (the business day prior to the anniversary date, which fell on a weekend), resulting in the settlement of the remaining 7,844 shares of common stock, as shown in Table I. |
(2) | Restricted stock units convert into common stock on a one-for-one basis. |
(3) | Shares withheld for payment of taxes upon vesting of restricted stock units in accordance with Rule 16b-3. |
(4) | As previously reported, on March 10, 2016, the reporting person received a target grant of 23,530 performance-based restricted stock units that were subject to the Company's achievement of specified performance goals for the three year period that ended on December 31, 2018. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance goals were achieved in part, and 42.2% of the target grant was awarded; therefore, 9,930 restricted stock units vested on March 8, 2019 (the business day prior to the third anniversary of the date of grant, which fell on a weekend), resulting in the settlement of 9,930 shares of common stock, as shown in Table I. |
(5) | Restricted stock units are settled in shares of the Company's common stock upon vesting. |