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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock Option (right to buy) | $ 10 | 12/23/2008 | Â | A4 | 250,000 | Â | Â (2) | 06/18/2014 | Class A Common Stock | $ 0 | 250,000 | Â | ||
| Stock Option (right to buy) | $ 12.5 | 12/23/2008 | Â | A4 | 250,000 | Â | Â (2) | 06/18/2014 | Class A Common Stock | $ 0 | 250,000 | Â | ||
| Stock Option (right to buy) | $ 15 | 12/23/2008 | Â | A4 | 250,000 | Â | Â (2) | 06/18/2014 | Class A Common Stock | $ 0 | 250,000 | Â | ||
| Stock Option (right to buy) | $ 10 | 12/23/2008 | Â | A4 | 250,000 | Â | Â (3) | 06/18/2014 | Common Stock | $ 0 | 250,000 | Â | ||
| Stock Option (right to buy) | $ 12.5 | 12/23/2008 | Â | A4 | 250,000 | Â | Â (3) | 06/18/2014 | Common Stock | $ 0 | 250,000 | Â | ||
| Stock Option (right to buy) | $ 15 | 12/23/2008 | Â | A4 | 250,000 | Â | Â (3) | 06/18/2014 | Common Stock | $ 0 | 250,000 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BROWN WILLIAM E 1340 TREAT BLVD., SUITE 600 WALNUT CREEK, CA 94597 |
 X |  X |  Chairman and CEO |  |
| /s/ William E. Brown | 11/06/2009 | |
| **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 July 31, 2009, the Reporting Person contributed a total aggregate amount of 34,500 shares of Class A Common Stock of the Issuer for the benefit of various family Irrevocable Trusts. These securities are owned directly by each of the Irrevocable Trusts and indirectly by the Reporting Person and his spouse as co-trustees of the Irrevocable Trusts. The Reporting Person and his spouse, as co-trustees, have and share investment control over the securities held in each of the Irrevocable Trusts but disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts except to the extent of his and his wife's pecuniary interest therein. |
| (2) | On June 18, 2008, the Issuer's Compensation Committee granted the Reporting Person a performance-based premium priced option to purchase 250,000 shares of Class A Common Stock of the Issuer, which option was reported in the Issuer's proxy statement on Schedule 14A filed on January 2, 2009. The closing price of the Issuer's Class A Common Stock on the date of grant was $4.07 per share. The option vests in five equal annual installments beginning June 18, 2009 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2008, 2009, 2010, 2011 and 2012. The Issuer's Compensation Committee determined on December 23, 2008, that 60% of the performance targets for fiscal 2008 were met which resulted in the vesting on June 18, 2009, of the option to purchase 30,000 shares. The option to purchase the remaining 20,000 shares for fiscal 2008 may vest in the future if certain cumulative performance targets are met. |
| (3) | On June 18, 2008, the Issuer's Compensation Committee granted the Reporting Person a performance-based premium priced option to purchase 250,000 shares of Common Stock of the Issuer, which option was reported in the Issuer's proxy statement on Schedule 14A filed on January 2, 2009. The closing price of the Issuer's Common Stock on the date of grant was $4.67 per share. The option vests in five equal annual installments beginning June 18, 2009 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2008, 2009, 2010, 2011 and 2012. The Issuer's Compensation Committee determined on December 23, 2008, that 60% of the performance targets for fiscal 2008 were met which resulted in the vesting on June 18, 2009, of the option to purchase 30,000 shares. The option to purchase the remaining 20,000 shares for fiscal 2008 may vest in the future if certain cumulative performance targets are met. |