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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 | ||||||||
Options to Purchase Common Stock (1) | $ 0.11 | 10/16/2006 | M | 30,000 | (5) | 11/27/2012 | Common Stock | 30,000 | $ 0.11 | 888,168 | D | ||||
Options to Purchase Common Stock | $ 3.23 | (5) | 05/14/2014 | Common Stock | 126,134 | 126,134 | D | ||||||||
Options to Purchase Common Stock | $ 15.76 | (6) | 03/15/2016 | Common Stock | 25,000 | 25,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ristau Ronald W 450 W. 33RD STREET 5TH FLOOR NEW YORK, NY 10001 |
X | COO and CFO |
Linda Gormezano, attorney in fact /s/ Linda Gormezano | 10/17/2006 | |
**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) | This exercise of options to purchase Common Stock and the sale of Common Stock are pursuant to the reporting person's 10b5-1 Plan which commenced on August 22, 2006 under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. |
(2) | Includes 568,799 shares of Common Stock. Also, includes 7,500 shares of restricted stock which may become exercisable pursuant to a vesting schedule ending on August 16, 2010 depending on company performance and continued employment through August 16, 2010. If certain company performance objectives are met throughout the 4-year vesting period, the restricted stock will vest over the next four years as follows: 938 on February 3, 2007; 1,875 on February 2, 2008; 1,875 on January 31, 2009; 1,875 on January 30, 2010; and 937 on August 16, 2010. If on August 16, 2010, the company's cumulative 4-year performance meets the cumulative 4-year performance objectives, then any unvested shares will vest. |
(3) | Represents Common Stock indirectly beneficially owned through the 2004 RWR Grantor Retained Annuity Trust. |
(4) | This sale of Common Stock is pursant to the reporting person's 10b5-1 Plan which commenced on August 22, 2006 under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. |
(5) | The options to purchase Common Stock are currently exercisable. |
(6) | The options become exercisable in five annual installments on the following dates: 3,750 shares on March 15, 2007; 3,750 shares on March 15, 2008; 5,000 shares on March 15, 2009; 6,250 shares on March 15, 2010; and 6,250 shares on March 15, 2011. |
Remarks: Except as outlined above, the filing of this Form shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |