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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) | $ 10.97 | 12/09/2011 | M | 26,257 | 12/13/2002(7) | 12/13/2011 | Common Stock | 26,257 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NALLATHAMBI ANAND K 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
X | President & CEO |
/s/ Stergios Theologides, Attorney-in-Fact for Anand K. Nallathambi | 12/13/2011 | |
**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) | Includes 75,959 performance-based restricted stock units ("PBRSU") awarded on June 1, 2010 that vest only upon the Issuer's achievement of certain financial performance objectives. The relevant performance period commenced on January 1, 2011, and will 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. |
(2) | Includes 62,645 performance-based restricted stock units ("PBRSUs") awarded on March 16, 2011 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. |
(3) | Includes 31,322 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. |
(4) | Includes 23,391 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 35,082 restricted stock units on 3/3/10 scheduled to vest in five equal annual increments that commenced 3/3/11, the first anniversary of the grant. |
(5) | Includes 1,389.923 acquired under the Issuer's Employee Stock Purchase Plan (389.923 shares acquired on June 30, 2011, and 1,000 shares acquired on September 30, 2011). |
(6) | Amount shown consists of shares contributed by issuer as company match, shares purchased for my account, and shares acquired through automatic reinvestment of dividends prior to June 1, 2010, paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c). |
(7) | The option vested in five equal annual increments commencing 12/13/02, the first anniversary of the grant. |