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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 | ||||||||
Restricted Stock Units | (1) | 02/23/2017 | M | 22,098 | (1) | (1) | Common Stock | 22,098 | $ 0 | 22,098 | D | ||||
Performance Stock Units (7) | (7) | 02/24/2017 | A | 245,814 | (7) | (7) | Common Stock | 245,814 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LIBERATORE THOMAS S 2121 OLD GATESBURG ROAD SUITE 110 STATE COLLEGE, PA 16803 |
EVP, Corp Dev & Geosciences |
/s/ Thomas S. Liberatore | 02/27/2017 | |
**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) | On February 23, 2015, the reporting person was granted 66,294 restricted stock units under the Company's 2014 Long Term Incentive Plan, with each unit representing the right to receive one share of the issuer's common stock. The total shares underlying the restricted stock units vested 33.33% on February 23, 2016 and 33.33% on February 23, 2017. The remaining restricted stock units will vest 33.33% on February 23, 2018. |
(2) | Represents shares withheld to satisfy tax obligations upon the vesting of the restricted stock units on February 23, 2017. |
(3) | Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units for an award that the reporting person was granted on February 25, 2016 in the amount of 221,484 restricted stock units under the Company's 2014 Long Term Incentive Plan, with each unit representing the right to receive one share of the issuer's common stock. |
(4) | Represents restricted stock units representing the right to receive one share of common stock per unit granted on February 24, 2017 under the Company's 2014 Long-Term Incentive Plan, which vest in three equal installments of 33.33%, 33.33% and 33.33% on February 24, 2018, February 24, 2019 and February 24, 2020, respectively. |
(5) | On February 24, 2017, the reporting person was granted 34,012 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. The restricted stock units will vest in full at 11:59 p.m. Eastern Standard Time on February 23, 2018. |
(6) | Represents shares of the issuer's common stock held by Kirkwood Capital, L.P., which is controlled by the Reporting Person. |
(7) | Represents performance stock units representing the right to receive one share of common stock per unit granted on February 24, 2017 under the Company's 2014 Long-Term Incentive Plan, the vesting of which is subject to the satisfaction of certain performance criteria in the period beginning January 1, 2017 and ending on December 31, 2019. |