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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 | ||||||||
Stock Options (2) | $ 135.42 (3) | 03/15/2019 | A | 162,500 | 03/15/2023(4) | 03/15/2027 | Common Stock | 162,500 | $ 0 | 162,500 | D | ||||
Stock Options (2) | $ 117.76 | 03/15/2019 | A | 162,500 | 03/15/2021(5) | 03/15/2027 | Common Stock | 162,500 | $ 0 | 162,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EDGEMOND JAMES 1040 SPRING STREET SILVER SPRING, MD 20910 |
CFO and Treasurer |
/s/ John S. Hess, Jr. under Power of Attorney | 03/18/2019 | |
**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) | Includes 187 shares acquired on March 4, 2019, under the United Therapeutics Corporation Employee Stock Purchase Plan ("ESPP"). |
(2) | These stock options represent up-front equity grants covering four years of equity compensation for this named executive officer (2019 through 2022) and have been designed such that: (a) overall equity compensation expense on an annualized basis, and overall dilution, are both expected to be lower than if the Company had continued with the previous equity compensation program for four additional years; (b) the named executive officer will be incented to achieve the Company's business objectives over the four-year period; and (c) vesting is heavily weighted toward the end of the four-year period, in order to aid in retention over that timeframe. |
(3) | Exercise price is equal to 115% of the closing price for the Company's common stock on the date of grant. |
(4) | This award will cliff vest (100%) on March 15, 2023. |
(5) | These stock options will vest in equal one-third installments on March 15, 2021, 2022 and 2023. |