1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (Right to buy)
|
Â
(2)
|
08/12/2022 |
Common Stock
|
19,208
|
$
18.7968
|
D
|
Â
|
Stock Option (Right to buy)
|
Â
(3)
|
08/12/2022 |
Common Stock
|
7,948
|
$
18.7968
|
D
|
Â
|
Stock Option (Right to buy)
|
Â
(4)
|
05/12/2023 |
Common Stock
|
61,598
|
$
18.7968
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU once vested. |
(2) |
The option vests with respect to thirty-three and one-third percent (33.33%) of the shares subject thereto on each of the first, second and third anniversaries of August 13, 2012. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereof upon the earliest to occur of (i) a Change of Control (as defined in the Issuer's Amended and Restated 2005 Stock Incentive Plan (the "Plan")) at a price per share of at least $37.74 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $37.74 on a daily moving average basis for the previous six months. |
(3) |
The option vests and becomes exercisable immediately with respect to twenty-five percent (25%) of the shares subject thereto, and with respect to the remaining shares subject thereto, twenty-five percent (25%) vests and becomes exercisable on each of the first, second and third anniversaries of August 13, 2012. |
(4) |
The option vests in full upon the consummation of the initial public offering of the issuer. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereof upon the earliest to occur of (i) a Change of Control (as defined in the Plan) at a price per share of at least $26.42 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $26.42 on a daily moving average basis for the previous six months. |