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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 Option (Right to Buy) | $ 17.24 | 03/16/2011 | A | 52,203 | (10) | 03/15/2021 | Common Stock | 52,203 | $ 17.24 | 52,203 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Livermore George Stone 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
Executive Vice President |
/s/ Corinna Cherian, Attorney-in-Fact for George Stone Livermore | 03/18/2011 | |
**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 grant of performance-based restricted stock units ("PBRSUs") that vest only upon the Issuer's achievement of certain financial performance objectives. The relevant performance period will commence on January 1, 2013, and end on December 31, 2013. Subject to the Issuer's achievement of such financial performance criteria, a specified number of shares underlying the PBRSUs will vest and become payable following the Performance Period. |
(2) | Represents grant of restricted stock units (RSUs) awarded on March 16, 2011 and scheduled to vest in three equal annual increments commencing March 16, 2012, subject to Issuer's achievement of certain financial performance criteria. |
(3) | Includes 35,314 unvested performance-based restricted stock units ("PBRSUs") that vest only upon the Issuer's achievement of certain financial performance objectives. The relevant performance period will commence on January 1, 2011, and end on December 31, 2015. If during any calendar year of the performance period, the Issuer achieves one or more of the financial performance objectives that have not previously been achieved, a specified number of shares underlying the PBRSUs will vest and become payable on December 31 of that year. |
(4) | Includes 30,187 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 37,729 restricted stock units on 3/3/10 scheduled to vest in five equal annual increments commencing 3/3/11, the first anniversary of the grant. |
(5) | Includes 27,041 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 44,986 restricted stock units on 3/4/2009 scheduled to vest in five equal annual increments commencing 3/4/10, the first anniversary of the grant. |
(6) | Includes 15,821 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 39,085 restricted stock units on 3/5/08 scheduled to vest in five equal annual increments commencing 3/5/08, the first anniversary of the grant. |
(7) | Includes 4,912 unvested restricted stock units (including shares acquired through automatic dividend reinvestment ) acquired pursuant to a grant of 23,789 restricted stock units vesting in five equal increments commencing 3/5/08, the first anniversary of the grant. |
(8) | Amount shown consists of shares contributed by Issuer as company match, shares purchased for reporting person's account, and shares acquired prior to June 1, 2010 through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c). |
(9) | The shares are held by the 1992 Livermore Family Trust, of which the reporting person serves as the trustee. |
(10) | This option vests in three equal annual increments commencing March 16, 2012, the first anniversary of the grant date. |