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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 | ||||||||
| Common Stock Call Option | $ 12 | 01/16/2015 | X | 1 | 01/16/2015 | 01/17/2015(4) | Common Stock | 50,000 | $ 0 | 0 | I | By Barington Companies Equity Partners, L.P. (1) (2) | |||
| Common Stock Call Option | $ 15 | 01/16/2015 | X | 1 | 01/16/2015 | 01/17/2015(4) | Common Stock | 29,000 | $ 0 | 0 | I | By Barington Companies Equity Partners, L.P. (1) (2) | |||
| Common Stock Option (Right to Buy) (5) | $ 21.19 | 01/12/2016(6) | 01/12/2020 | Common Stock | 6,000 | 6,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MITAROTONDA JAMES A C/O BARINGTON CAPITAL GROUP, L.P., 888 SEVENTH AVE., 17TH FLOOR NEW YORK, NY 10019 |
X | |||
| /s/James A. Mitarotonda | 03/19/2015 | |
| **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 Reporting Person is the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of Barington Companies Investors, LLC ("BCI"). BCI is the general partner of Barington Companies Equity Partners, L.P. |
| (2) | The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (3) | The Reporting Person is the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of BCI. BCI is an investment advisor to certain investment advisory clients and may be deemed to beneficially own (or share beneficial ownership of) these shares. |
| (4) | Call Options automatically converted to shares of Common Stock on the Expiration Date. |
| (5) | Granted pursuant to the 2010 Incentive Plan |
| (6) | Stock Options will become exercisable as follows: 1500 options on January 12, 2016 with the remaining options vesting ratably on the first day of each quarter over the next three years. |