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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) | $ 18.31 | 11/18/2014 | M | 20,000 | (5) | 01/03/2016 | Common Stock | 20,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Valentine Keith 7475 LUSK BLVD. SAN DIEGO, CA 92121 |
COO |
/s/ Jason M. Hannon, Attorney-in-Fact for Keith C. Valentine | 11/20/2014 | |
**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) | Shares directly held by the Reporting Person. The Reporting Person also holds conditional rights to receive or purchase (as appropriate) shares pursuant to previously disclosed Company equity awards. |
(2) | Payment of exercise price and tax liability by Issuer's withholding of shares incident to the respective option exercise. |
(3) | The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on December 12, 2013, which is intended to comply with Rule 10b5-1. |
(4) | Weighted average from 38 transactions with prices ranging from $42.9900 to $43.7800. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares sold at each separate price. |
(5) | The option, representing a right to purchase a total of 81,534 shares, became exercisable as follows: 25% of the shares vested on January 3, 2007; 1/48th of the remaining shares vested monthly thereafter so that all shares were fully vested as of January 3, 2010, subject to continued employment through each vesting period. |