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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 Options (right to purchase) | $ 22.75 | 11/10/2015 | A | 500,000 | (1) | (1)(2) | Common Stock | 500,000 | $ 0 | 500,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TAGUE JOHN P 999 VANDERBILT BEACH ROAD 3RD FLOOR NAPLES, FL 34108 |
X | President and CEO |
William Langston, By Power of Attorney on behalf of John P. Tague | 11/12/2014 | |
**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) | On November 21, 2014, the Reporting Person was issued: (1) an option to acquire 500,000 shares of common stock of the Issuer (the "transition options") that will vest on December 31, 2015 if the Reporting Person develops and presents a business plan by December 31, 2015 that is approved by the Board of Directors, and a management team that is reasonably acceptable to the Board is in place by June 30, 2015, subject to the Reporting Person's continued employment on the vesting date, which will expire no later than December 31, 2019; and (2) an option to acquire 500,000 shares of common stock of the Issuer that will vest on December 31, 2017, subject to the satisfaction of revenue efficiency metrics in respect of the period from 2015-2017 to be developed by the Compensation Committee of the Board with input from the Reporting Person, and the Reporting Person continued employment on the vesting date, which will expire no later than June 30, 2020. |
(2) | On November 10, 2015, the performance criteria for the transition options were satisfied and the transition options will vest on December 31, 2015 if the Reporting Person continues to be employed by the Issuer on such date. |