UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock option, right to purchase one share of Class B Common (2) | Â (3) | 05/31/2021 | Common Stock | 255,000 | $ 5.68 | D | Â |
Stock option, right to purchase one share of Class B Common (2) | Â (4) | 12/10/2023 | Common Stock | 85,000 | $ 10.45 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NAGEL CHRISTOPHER L 8834 MAYFIELD ROAD CHESTERLAND, OH 44026 |
 |  |  See Remarks |  |
/s/ Christopher L. Nagel by David J. Crandall | 10/02/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Upon the closing of the issuer's initial public offering, the issuer's Class A Common Stock and Class B Common Stock will automatically convert into Common Shares of the issuer on a 1-for-1 basis. |
(2) | The Class B Common Stock options are fully exercisable seven years from the grant date. The vesting schedule can be accelerated as to 1/5 of the shares at the end of each fiscal year over a five-year period, provided (i) the issuer meets a specified EBITDA target and (ii) the reporting person has been an employee or key non-employee at all times from the grant date. If the Company fails to meet the EBITDA target for a fiscal year, but meets a cumulative EBITDA target in that year or a later year (and the reporting person has been an employee or key non-employee at all times from the grant date through the last day of such later year), the applicable percentage of the option which would have become exercisable pursuant to the vesting schedule shall become exercisable. |
(3) | The options became exercisable as to: (i) 51,000 of the shares on 12/31/11, (ii) 51,000 of the shares on 12/31/12 and (iii) 51,000 on 12/31/13. The remaining 102,000 options will become fully exercisable on 5/31/18. |
(4) | The options to come fully exercisable on 12/10/20. |
 Remarks: Executive Vice President, Chief Financial Officer and Secretary This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-198322). Exhibit list: Exhibit 24.1 - Power of Attorney. |