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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 | ||||||||
| Employee Stock Option (right to buy) | $ 7.41 | 01/14/2019 | A(3) | 27,578 | (4) | 01/14/2029 | Common stock | 27,578 | $ 0 (5) | 27,578 | D | ||||
| Employee Stock Option (right to buy) | $ 16.66 | (6) | 01/12/2028 | Common stock | 44,584 | 44,584 | D | ||||||||
| Employee Stock Option (right to buy) | $ 16.66 | (7) | 01/12/2028 | Common stock | 12,483 | 12,483 | D | ||||||||
| Performance shares | (8) | (9) | (9) | Common stock | 4,466 (9) | 4,466 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KOHNKE MATTHEW S TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO, IL 60606 |
VP, Finance, CFO, Treasurer | |||
| /s/ Georgia L. Vlamis, as attorney in fact | 01/16/2019 | |
| **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) | Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. These shares were granted on January 14, 2019 and will vest on January 14, 2022. The restricted shares are subject to certain restrictions (including possible forfeiture) |
| (2) | The restricted shares were granted pursuant to the issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. |
| (3) | Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan |
| (4) | The options vest in three equal annual installments beginning on January 14, 2020. |
| (5) | The options were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. |
| (6) | On January 12, 2018 the recipient was granted 44,584 options. The options vest and become exercisable based on a trailing 90-consecutive calendar day average closing price of one share of the Issuer's common stock (the "Stock Price") in the following proportions, provided the option holder remains continuously employed by the Issuer until the applicable vesting date: 34% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $5.00 per share above the exercise price, an additional 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $10.00 per share above the exercise price and the final 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $15.00 per share above the exercise price. |
| (7) | On January 12, 2018, the recipient was granted 12,483 options. 4,161 stock options are fully vested and currently exercisable, 4,161 stock options will vest on January 12, 2020 and 4,161 stock options will vest on January 12, 2021. |
| (8) | Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. |
| (9) | Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2017 through December 31, 2019. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2019, with the vesting percentage determined based on actual performance. |