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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 | (1) | 11/03/2014 | S | 19,903 | (1) | (1) | Class A Common Stock | 19,903 | $ 60.1987 | 8,422,048 | I | See Footnote 2 (2) | |||
Class B Common Stock | (1) | 11/03/2014 | S | 462,807 | (1) | (1) | Class A Common Stock | 462,807 | $ 60.1987 | 7,979,144 | I | See Footnote 3 (3) | |||
Class B Common Stock | (1) | 11/03/2014 | S | 101,000 | (1) | (1) | Class A Common Stock | 101,000 | $ 60.1987 | 7,878,144 | I | See Footnote 3 (3) | |||
Class B Common Stock | (1) | 11/03/2014 | S | 315,000 | (1) | (1) | Class A Common Stock | 315,000 | $ 60.1987 | 7,563,144 | I | See Footnote 3 (3) | |||
Class B Common Stock | (1) | 11/03/2014 | S | 243,193 | (1) | (1) | Class A Common Stock | 243,193 | $ 60.1987 | 7,319,951 | I | See Footnote 3 (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Don Family Trust #3-Nancy C/O 1922 TRUST COMPANY LTA, TRUSTEE 3555 TIMMONS LANE, SUITE 800 HOUSTON, TX 77027 |
See Remarks |
/s/ Lewis M. Linn, Authorized Signer | 11/05/2014 | |
**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) | As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. |
(2) | By BKMP H Company LP, a limited partnership in which the Reporting Person is a limited partner. |
(3) | Under certain circumstances, the Reporting Person could participate indirectly through subsidiaries in a limited portion of excess proceeds from profits upon disposition of Class B Common Stock by limited partnerships (including Texas 8-26-22 H Company LP, Featherman H Company LP, RKMP H Company LP and BKMP H Company LP). These transactions represent a reduction in the number of shares subject to this arrangement due to sales by Texas 8-26-22 H Company LP (101,000 shares), Featherman H Company LP (315,000 shares), RKMP H Company LP (243,193 shares) and BKMP H Company LP (462,807 shares, which includes the sale of 19,903 shares in footnote 2). |
Remarks: The Reporting Person may be deemed to be a member of a 10% owner group because the Reporting Person has agreed to certain voting agreements and limitations on transfers of shares of Class A Common Stock and Class B Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |