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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 | ||||||||
Stock Option (Right to Buy) | $ 4.98 | 05/09/2018 | M | 25,916 | (6) | 04/04/2023 | Common Stock | 25,916 | $ 0 | 557,000 | D | ||||
Stock Option (Right to Buy) | $ 4.98 | 05/10/2018 | M | 70,834 | (6) | 04/04/2023 | Common Stock | 70,834 | $ 0 | 486,166 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Clendening John S 6333 N STATE HIGHWAY 161, STE 600 IRVING, TX 75038 |
X | President and CEO |
/s/ Wendy Walton, as Attorney-in-Fact for John S. Clendening | 05/11/2018 | |
**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) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017. |
(2) | The price reported in Column 4 is a weighted average price. These shares sold in multiple transactions at prices ranging from $27.15 to $28.05. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide the full information regarding the number of shares sold at each separate price. |
(3) | The price reported in Column 4 is a weighted average price. These shares sold in multiple transactions at prices ranging from $28.60 to $29.60. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide the full information regarding the number of shares sold at each separate price. |
(4) | The price reported in Column 4 is a weighted average price. These shares sold in multiple transactions at prices ranging from $29.65 to $30.15. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide the full information regarding the number of shares sold at each separate price. |
(5) | Represents a "net exercise" of outstanding stock options. The reporting person received 36,457 shares of common stock on net exercise of option to purchase 70,834 shares of common stock. The reporting person forfeited 34,377 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on May 10, 2018 of $32.90 |
(6) | 15% of the total option vested on April 4, 2016. The remainder vested 33.33% on April 4, 2017, and approximately 16.67% vests at the end of each six-month period thereafter, such that the option will be fully vested on April 4, 2019. |