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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 | ||||||||
Restricted Stock Units | $ 0 | 06/17/2013 | M | 175,000 | 06/17/2013(3) | 06/17/2013(3) | Common Stock | 175,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TARGOFF MICHAEL B 600 THIRD AVENUE NEW YORK, NY 10016 |
X |
Michael B. Targoff | 06/19/2013 | |
**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) | In addition to receipt of 175,000 shares of Common Stock in settlement of 175,000 vested restricted stock units, Mr. Targoff also received on the settlement date 119,475 shares of Common Stock, representing $42.60 in respect of each outstanding restricted stock unit ($13.60 in respect of the special dividend declared by the Company on March 28, 2012 and $29.00 in respect of the special distribution declared by the Company on November 7, 2012). |
(2) | Because the settlement date of Mr. Targoff's restricted stock units was June 15, 2013 which was not a trading day, the fair market value was determined using the average of the high and the low trading prices of the Common Stock on June 14, 2013 and June 17, 2013. |
(3) | The restricted stock units were subject to settlement on the earlier of (a) March 31, 2013, (b) the date of Mr. Targoff's death or disability, (c) the date of Mr. Targoff's separation from service (subject to a six-month delay pursuant to Section 409A (the "409A Delay Period")) and (d) the date of the consummation of a change in control of the Company. Mr. Targoff underwent a separation from service on December 14, 2012, and the 409A Delay Period expired on June 14, 2013 resulting in the settlement of the restricted stock units on June 17, 2013. |