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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 | ||||||||
Restricted Stock Units | (5) | 02/25/2011 | M | 34,014.414 | (5) | (5) | Common Stock | 34,014.414 | (5) | 68,030.862 (8) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WATJEN THOMAS R 1 FOUNTAIN SQUARE CHATTANOOGA, TN 37402 |
X | President and CEO |
/s/ Jullienne, J. Paul, Attorney-in-Fact | 02/28/2011 | |
**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) | Shares withheld to satisfy tax withholding obligation applicable to the vesting of 96,938.401 stock-settled RSUs (as defined in footnote (2) below). |
(2) | Includes 281,761 restricted stock units, which may be settled, on a 1-for-1 basis, only in shares of common stock ("stock-settled RSUs"), and 655,430 shares of common stock |
(3) | Shares withheld to satisfy tax withholding obligation applicable to the vesting of 34,014.414 stock-settled RSUs. |
(4) | Includes 247,746 stock-settled RSUs and 677,539 shares of common stock. |
(5) | On February 25, 2010, the reporting person received restricted stock units, which vest in three equal annual installments beginning on February 25, 2011 and which may be settled solely in cash ("cash-settled RSUs"). Each cash-settled RSU is the economic equivalent of one share of common stock of the issuer. In accordance with the terms of the grant agreement, the portion of the cash-settled RSUs vesting on February 25, 2011, including a total of 533.414 dividend equivalent rights accrued thereon, were settled for cash. |
(6) | Includes 247,746 stock-settled RSUs and 711,553 shares of common stock. |
(7) | Includes 247,746 stock-settled RSUs and 677,539 shares of common stock. |
(8) | Beneficial ownership amount accounts for the exempt acquisitions of a total of 1,600.276 dividend equivalent rights on the cash-settled RSUs pursuant to the reinvestment of dividends after the grant date. The rights acrrued when and as dividends were paid on shares underlying the cash-settled RSUs and became vested proportionately with and subject to settlement upon the same terms as the cash-settled RSUs to which they related. Each dividend equivalent right is the economic equivalent of one share of common stock of the issuer. |