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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 | ||||||||
Restricted Stock Units | (2) | 05/25/2011 | D | 8,000 | (3) | (3) | Class A Common Stock | 8,000 | (3) | 0 | D | ||||
Restricted Stock Units | (2) | 05/25/2011 | D | 2,705 | (3) | (3) | Class A Common Stock | 2,705 | (3) | 0 | D | ||||
Restricted Stock Units | (2) | 05/25/2011 | D | 4,145 | (3) | (3) | Class A Common Stock | 4,145 | (3) | 0 | D | ||||
Restricted Stock Units | (2) | 05/25/2011 | D | 3,018 | (3) | (3) | Class A Common Stock | 3,018 | (3) | 0 | D | ||||
Restricted Stock Units | (2) | 05/25/2011 | D | 2,325 | (3) | (3) | Class A Common Stock | 2,325 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EPSTEIN STEVEN B 10105 IRON GATE ROAD POTOMAC, MD 20854 |
X |
/s/ Carl F. Berglind, as attorney-in-fact | 05/26/2011 | |
**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) | Disposed of pursuant to the merger agreement dated as of February 13, 2011, by and among the issuer, CDRT Acquisition Corporation and CDRT Merger Sub, Inc. in exchange for the merger consideration of $64.00 per share in cash. |
(2) | Each Restricted Stock Unit represents the right to receive one share of the issuer's Class A Common Stock. |
(3) | Pursuant to the merger agreement, the Restricted Stock Units became vested in full at the effective time of the merger (to the extent not previously vested) and were cancelled in exchange for a cash payment equal to $64.00 times the number of shares of Class A Common Stock subject to such Restricted Stock Units. |