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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 | ||||||||
| Stock Option (Right to Buy) | $ 114.78 | 01/02/2019 | A | 80,602 | (3) | 01/02/2029 | Common Stock | 80,602 | $ 0 | 80,602 | D | ||||
| Restricted Stock Units | (4) | 01/02/2019 | A | 73,638 | (4) | (4) | Common Stock | 73,638 | $ 0 | 73,638 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kusserow Paul B. K. 3854 AMERICAN WAY, SUITE A BATON ROUGE, LA 70816 |
X | CEO and President | ||
| /s/ Jennifer R. Guckert, pursuant to a power of attorney | 01/04/2019 | |
| **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) | The Issuer awarded the Reporting Person 36,819 time-based Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock, and will vest in equal, one-third installments on each of January 2, 2020, January 2, 2021 and January 2, 2022, provided that, with respect to the vesting date for the first two tranches, the Reporting Person remains continuously employed by the Issuer on each such date, and in the case of the third and final tranche, that the Reporting Person remains continuously employed by the Issuer until December 16, 2021, which is the end of the term (the "Term") as set forth in the Amended and Restated Employment Agreement by and between the Reporting Person and the Issuer dated September 27, 2018 (the "Amended and Restated Employment Agreement"), and subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. |
| (2) | The information in this report is based on a plan statement dated as of September 30, 2018. |
| (3) | The Stock Options are subject to time-based vesting conditions and will vest in equal, one-third installments on each of January 2, 2020, January 2, 2021 and January 2, 2022, provided that, with respect to the vesting date for the first two tranches, the Reporting Person remains continuously employed by the Issuer on each such date, and in the case of the third and final tranche, that the Reporting Person remains continuously employed by the Issuer until the end of the Term as set forth in the Amended and Restated Employment Agreement, subject to pro-rated vesting provisions as provided in the award agreement for the Stock Options. |
| (4) | The RSUs awarded are subject to performance-based vesting based on achievement of identified performance goals for each of fiscal years 2019 through 2021 and will vest after the end of the Term, immediately upon the date of certification by the Compensation Committee of the Issuer's Board of Directors of the 2021 tranche performance measure, based on the certification by the Compensation Committee of the achievement of the identified performance goals for fiscal years 2019 through 2021, respectively (1/3 of the RSUs will vest based on achievement of the 2019 performance goal, 1/3 of the RSUs will vest based on achievement of the 2020 performance goal, and 1/3 of the RSUs will vest based on achievement of the 2021 performance goal), provided that Mr. Kusserow has not incurred a termination of employment prior to the end of the Term, and subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. |