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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 | ||||||||
Director Stock Option (right to buy) | $ 18 | 06/28/2012 | A | 100,000 | (1) | 06/27/2022(2) | Common Stock | 100,000 | $ 0 | 100,000 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Barber Paul V 100 INTERNATIONAL DRIVE, SUITE 19100 BALTIMORE, MD 21202 |
X |
/s/ Paul V. Barber | 07/02/2012 | |
**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) | Represents a stock option (the "Option") which vests as to 1/3rd of the total number of shares on June 28, 2013 and thereafter vests as to an additional 1/3rd of the total number of shares on each of the second and third anniversary of June 28, 2012. |
(2) | The proceeds from the future sale of shares of common stock issuable upon exercise of the Option (the "Shares") will be delivered to JMI Associates V, L.L.C., the general partner of JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds"), pursuant to a contractual obligation of Mr. Barber to assign any compensation received for service as a director on the board of directors of the Issuer, to offset the management fees of the Equity V Funds. Mr. Barber is a managing member of JMI Associates V, L.L.C. Mr. Barber disclaims Section 16 beneficial ownership of the Shares, except to the extent of his pecuniary interest, if any, in the Shares by virtue of his membership interest in JMI Associates V, L.L.C. |