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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 | ||||||||
Employee Stock Options (Right to Buy) | $ 29.87 | 06/09/2016 | A | 400,000 | (4) | 06/09/2022 | Common Stock | 400,000 | $ 0 | 400,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pertz Douglas A 1801 BAYBERRY COURT RICHMOND, VA 23226 |
X | President and CEO |
/s/Cariann D. Fisher, Attorney-in-Fact | 06/13/2016 | |
**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 private, negotiated transaction between the Issuer and the Reporting Person at a price per share equal to the closing price of the Company's common stock on the date of purchase. |
(2) | Each Restricted Stock Unit represents a right to receive, subject to the terms and conditions of the 2013 Equity Incentive Plan and a Restricted Stock units Award Agreement, one share of the Company's common stock subject to vesting in three equal annual installments, beginning in February 2017. |
(3) | Includes 18,126 Restricted Stock Units that have not yet vested. |
(4) | The options vest on the third anniversary of the grant date, June 9, 2019 as follows: if the average closing stock price over any 15 consecutive trading days between the grant date and the third anniversary was at least (a) $37.34, 1/3 of the options will vest; (b) $44.81, an additional 1/3 of the options will vest; and (c) $47.79, the final 1/3 of the options will vest. |