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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 Dated February 27, 2012 | (2) | 02/27/2012 | A | 64,000 | (2) | (2) | Common Stock | 64,000 | (2) | 64,000 | D | ||||
Restricted Stock Units Dated February 27, 2012 | (3) | 02/27/2012 | A | 16,000 | (3) | (3) | Common Stock | 16,000 | (3) | 16,000 | D | ||||
Restricted Stock Units Dated February 25, 2011 | (4) | 02/27/2012 | D | 8,900 | (4) | (4) | Common Stock | 8,900 | (4) | 26,700 | D | ||||
Restricted Stock Units Dated February 25, 2011 | (1) | 02/27/2012 | D | 1,800 | (1) | (1) | Common Stock | 1,800 | (1) | 12,600 | D | ||||
Restricted Stock Units Dated 25, 2011 | (1) | 02/27/2012 | J | 7,200 | (1) | (1) | Common Stock | 7,200 | (1) | 5,400 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Dauber Charles M 6410 LONG DRIVE HOUSTON, TX 77087 |
X | President and CEO |
/s/ Rachel F. Acree, as attorney-in-fact for Charles M. Dauber | 02/29/2012 | |
**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) | 7200 restricted stock units granted in 2011 vested on the transaction date based on achievement of 2011 performance criteria and 7200 restricted stock units were cancelled under transaction Code J. 1800 of the vested restricted stock units converted to common stock on a one-for-one basis on the transaction date. One-third of the remaining restricted stock units convert to common stock on a one-to-one basis annually on February 27, 2013, 2014 and 2015, subject to a continuing employment requirement. |
(2) | Represents an incentive compensation award. Vesting of the award is subject to attainment of 2011 performance criteria. Vested restricted stock units convert into common stock on a one-to one basis in four equal annual installments from the transaction date, subject to a continuing employment requirement. |
(3) | Represents an incentive compensation award. Converts into common stock on a one-to one basis in four equal annual installments from the transaction date, subject to a continuing employment requirement. |
(4) | 8900 restricted stock units granted in 2011 converted to common stock on a one-for-one basis on the transaction date. The remaining restricted stock units convert to common stock on a one-to-one basis in equal installments on 2013, 2014 and 2015, subject to a continuing employment requirement. |