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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 | ||||||||
Class B Common Stock | (4) | 08/17/2005 | C | 477,638 | (4) | (1) | Class A Common Stock | 477,638 | (1) | 12,390,736 (3) (5) (9) | I | By Trust | |||
Stock Option (Right to Buy) | $ 4.25 | 08/17/2005 | M | 5,202 | (6) | 06/30/2016 | Class A Common Stock | 5,202 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 12.4 | 08/17/2005 | M | 12,010 | (7) | 08/15/2017 | Class A Common Stock | 24,020 | (1) | 12,010 | D | ||||
Stock Option (Right to Buy) | $ 16.795 | 08/17/2005 | M | 5,150 | (8) | 08/07/2013 | Class A Common Stock | 15,450 | (1) | 10,300 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VOLGENAU ERNST 4350 FAIR LAKES COURT FAIRFAX, VA 22033 |
X | X | Chairman |
/s/ Charles G. Crotty, attorney-in-fact for Ernst Volgenau | 08/19/2005 | |
**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) | Not applicable. |
(2) | Such shares were converted from class B common stock to class A common stock in connection with the sale of such shares by the Reporting Person. |
(3) | Reflects a 2:1 stock split dividend, effective May 27, 2005. |
(4) | Each share of class B common stock is convertible at any time into one share of class A common stock. |
(5) | Includes 735,132 shares held by a Grantor Retained Annuity Trust. |
(6) | This stock option is fully exercisable. |
(7) | The options exercised were fully exercisable. The 12,010 remaining options from this grant will vest on 8/15/2006. |
(8) | The options exercised were fully exercisable. The remaining 10,300 options from this grant will vest in equal installments on 8/7/2006 and 8/7/2007. |
(9) | Reflects a distribution of 104,668 shares from the GRAT to the Trust on 4/13/2005. |
(10) | Reflects a company matching contribution of 28 shares made on January 21, 2005. |