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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 | ||||||||
Variable Forward Contract | (1) (2) | 05/05/2006 | J | 0 (1) (2) | 05/05/2006(1)(2) | 05/05/2008(1)(2) | Common Stock | 147,600 | (1) (2) | 0 (1) (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARRON ALAN 690 E LAMAR BLVD 400 ARLINGTON, TX 76011 |
CEO |
/s/ Alan Barron | 05/08/2006 | |
**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) | On May 5, 2006, the Reporting Person entered into a variable forward contract (the "Contract") with an unaffiliated securities brokerage firm. Under the terms of the Contract, the brokerage firm sold an aggregate of 149,700 shares of common stock of the Issuer ("Common Stock") into the public market. (continued in Note 2 below) |
(2) | (continued from Note 1 above) The contract requires that on May 5, 2008 (the "Settlement Date"), the Reporting Person will deliver to the brokerage firm a number of shares of Common Stock (or at the election of the Reporting Person, the cash equivalent of such shares) as follows: (a) if the price of the Common Stock on the Settlement Date ("Settlement Price") is less than $20.506 ("Downside Protection Price"), a delivery of 149,700 shares; (b) if the Settlement Price is equal to or greater than the Downside Protection Price but less than $30.76 ("Upside Protection Price"), a fraction equal to the Downside Protection Price divided by the Settlement Price; and (c) if the Settlement Price is greater than or equal to the Upside Protection Price, a fraction equal to 1 - (Upside Protection Price - Downside Protection Price) / Settlement Price. In consideration of the Contract, the Reporting Person received an advance of $2,504,915.13. |