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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 | ||||||||
Stock Appreciation Rights (1) | $ 3.16 | 06/29/2017 | D | 750,000 | (2) | 11/03/2024 | Common Stock | 750,000 | $ 0 | 0 | D | ||||
Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 381,148 | (4) | 11/03/2024 | Common Stock | 381,148 | $ 0 | 381,148 | D | ||||
Stock Appreciation Rights (1) | $ 2.6 | 06/29/2017 | D | 150,000 | (5) | 08/25/2025 | Common Stock | 150,000 | $ 0 | 0 | D | ||||
Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 91,935 | (6) | 08/25/2025 | Common Stock | 91,935 | $ 0 | 91,935 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Worthington John M 330 W. 34TH STREET 9TH FLOOR NEW YORK, NY 10001 |
President and COO |
Linda Gormezano, attorney-in-fact /s/ Linda Gormezano | 07/14/2017 | |
**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) | Each Stock Appreciation Right (SAR) represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock. |
(2) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program as more fully described in the Schedule TO, filed with the Securities and Exchange Commission on June 1, 2017. The reporting person was previously awarded SARs which were exercisable as follows: 187,500 on November 3, 2015, 187,500 on November 3, 2016, 187,500 on November 3, 2017, and 187,500 on November 3, 2018. |
(3) | In exchange for each cancelled award pursuant to the Company's Stock Appreciation Right and Option Exchange Program, the reporting person received a replacement award for a lesser number of SARs with an equal fair value and an exercise price equal to the closing price of the Company's common stock as reported on the New York Stock Exchange on June 29, 2017. |
(4) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 95,287 on November 3, 2017, 190,574 on June 29, 2018, and 95,287 on November 3, 2018. |
(5) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 37,500 on August 25, 2016, 37,500 on August 25, 2017, and 75,000 on August 25, 2018. |
(6) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 22,983 on August 25, 2017, 22,983 on June 29, 2018, and 45,969 on August 25, 2018. |