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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) | $ 15.5 | 03/02/2012 | A | 63,870 | (5) | 03/01/2022 | Common Stock | 63,870 | $ 0 | 63,870 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Martell Frank 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
Chief Financial Officer |
/s/ Angela Grinstead, Attorney-in-Fact for Frank Martell | 03/06/2012 | |
**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 grants of restricted stock units ("RSUs") awarded on March 2, 2012 that vest in three equal annual increments commencing March 2, 2013, subject to Issuer's achievement of certain performance criteria. This amount consists of a grant of 14,193 RSUs under Issuer's 2012 long-term incentive program and a separate grant of 9,677 RSUs for the achievement of certain goals in 2011 under Issuer's 2011 incentive compensation program. |
(2) | Represents grant of performance-based restricted stock units ("PBRSUs") that vest only upon Issuer's achievement of certain financial performance criteria during the performance period which runs from January 1, 2012 to December 31, 2012. Subject to Issuer's achievement of the financial performance criteria during the performance period, a specified number of the PBRSUs will vest in full on December 31, 2014 (the second anniversary of the end of the performance period). |
(3) | Includes 38,766 unvested PBRSUs awarded on August 30, 2011 that vest only upon the Issuer's achievement of certain financial performance criteria. |
(4) | Includes 19,383 unvested RSUs awarded on August 30, 2011 that vest in three equal annual increments commencing August 30, 2012, subject to Issuer's achievement of certain financial performance criteria. |
(5) | This option vests in three equal annual increments commencing March 2, 2013, the first anniversary of the grant date. |