UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Option to Buy | 06/16/2014 | 06/16/2021 | Common Stock | 10,000 | $ 11.32 | D | Â |
Option to Buy | 12/30/2017 | 12/30/2024 | Common Stock | 3,284 (5) | $ 11.49 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Porpiglia Peter Turnbough 4695 MACARTHUR COURT, SUITE 1200 NEWPORT BEACH, CA 92660 |
 |  |  See Remarks |  |
PETER PORPIGLIA | 03/29/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 consist of restricted shares that were granted on May 23, 2014 and are evenly split between time-based shares that cliff-vest on May 23, 2017 and performance-based shares that cliff-vest on May 23, 2017, provided the Company achieves certain target levels of financial performance as compared to peer groups over the period April 1, 2014 through December 31, 2016. These performance criteria are as follows: reporting person earns (a) 50% of the target shares to the extent that the growth of the Company's earnings before income tax for the performance period equals the median for growth of EBIT among certain industry peers, (b) 30% of target shares to the extent that the growth of the Company's net sales for the performance period equals the median for growth of net sales among certain industry peers, |
(2) | (Continued from Footnote 1) and (c) 20% of target shares (10% and 10%) to the extent that the TSR of the Company's common stock during the reporting period equals the median TSR for the Company's proxy peers and the Russell 2000 Index, respectively. For the EBIT and net sales targets, if Company performance is less than 80% of the median of peers, then reporting person earns zero shares, and to the extent Company performance is 120% or higher than the median of peers, then reporting person earns 200% of the target shares. For the TSR targets, if Company TSR is less than the 30th percentile for the relevant index, then reporting person earns zero shares, and if Company TSR is greater than the 80th percentile of the relevant comparator, then reporting person earns 200% of target shares. |
(3) | These consist of restricted shares that were granted on January 6, 2016 and are split evenly between time-based shares that cliff vest on January 6, 2019 and performance-based shares that cliff-vest on January 6, 2019, provided the Company achieves certain target levels of financial performance as compared to peer groups over the period January 1, 2016 through December 31, 2018. Except for the performance period, these performance shares have the same attributes as those described in Note 1 above. |
(4) | These consist of restricted shares that were granted on February 8, 2017 and are evenly split between time-based shares that cliff vest on February 8, 2020 and performance-based shares that cliff vest on February 8, 2020, provided that Company achieves certain target levels of financial performance as compared to peer groups over the period January 1, 2017 through December 31, 2019. Except for the performance period, these performance shares have the same attributes as those described in Note 2 above. |
(5) | These consist of stock options that are evenly split between incentive stock options and performance-based shares that are earned upon the Company's achievement of certain target levels of financial performance as compared to peer groups over the period January 1, 2015 through December 31, 2017. Except for the performance period, these performance-based options have the same financial metrics as those described in Note 1 above. |
 Remarks: Vice President of Product Dev't - AMVAC The reporting person has executed a Power of Attorney dated March 25, 2017 permitting execution of Forms 3, 4 and 5 by two attorneys-in-fact; a copy of that Power of Attorney is filed herewith. |