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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 | 156,774 | (1) | 03/01/2022 | Common Stock | 156,774 | $ 0 | 156,774 | 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 | 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) | This option vests in three equal annual increments commencing March 2, 2013, the first anniversary of the grant date. |
(2) | 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). |
(3) | Payment of tax liability by withholding securities incident to the vesting of RSUs. |
(4) | 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. |
(5) | 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). |
(6) | Includes 62,645 PBRSUs awarded on March 16, 2011 that vest only upon the Issuer's achievement of certain financial performance criteria. |
(7) | Includes31,322 RSUs awarded on March 16, 2011 that vest in three equal annual increments commencing March 16, 2012, subject to Issuer's achievement of certain financial performance criteria, which criteria were met as of December 31, 2011. |
(8) | Includes 60,768 unvested PBRSUs awarded on June 1, 2010 that vest only upon the Issuer's achievement of certain financial performance criteria. |
(9) | Includes 11,700 unvested RSUs acquired pursuant to a grant of on 3/3/2010 scheduled to vest in five equal annual increments that commenced 3/3/11, the first anniversary of the grant. |
(10) | Amount shown consists of shares contributed by Issuer as company match, shares purchased for my account and shares acquired pursuant to automatic reinvestment of dividends prior to June 1, 2010, paid as reported in most recent account statement in transactions exempt under Rule 16a-3(f)(1)(i)(b) and 16b-3(c). |
(11) | This option vests in three equal annual increments commencing March 2, 2013, the first anniversary of the grant date. |