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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KIM SUSAN Y 1900 SOUTH PRICE ROAD CHANDLER, AZ 85256 |
 |  X |  | See Exhibit 99.1 |
/s/ Jerry Allison, as attorney-in-fact | 02/13/2012 | |
**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) | The James J. Kim 2011 Qualified Annuity Trust (the "2011 GRAT") was formed on March 24, 2011 and received 5,000,000 shares on March 31, 2011 as a gift from James J. Kim. The Reporting Person and James J. Kim are co-trustees of the 2011 GRAT. |
(2) | The Reporting Person may be deemed to indirectly own 46,759,503 shares held through various family trusts and Sujoda Investments, L.P., a limited partnership established for the benefit of members of the James J. Kim family. This total includes those shares indirectly owned that are listed above. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of her pecuniary interest therein, for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | On April 7, 2011, the James J. Kim 2009 Qualified Annuity Trust dated 12/29/09 ("2009 GRAT") distributed 1,066,657 shares to James J. Kim. The Reporting Person and James J. Kim are the trustees of the 2009 GRAT. |
(4) | On August 12, 2011, James J. Kim gifted 5,027,465 shares to the Susan Y. Kim Trust dated December 31, 1987. The Reporting Person is the sole trustee of this trust. |