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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 | ||||||||
Phantom Stock Units | (2) | 06/11/2012 | A | 3,122,041 (2) | (2) | (2) | Phantom Stock Units | 3,122,041 (2) | (2) | 3,122,041 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lockwood David James 423 WEST 300 SOUTH, SUITE 200 SALT LAKE CITY, UT 84101 |
X | CEO and President |
/s/ David Lockwood | 06/11/2012 | |
**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) | David Lockwood is transferring the 55,935 common stock he previously held for the benefit of ValueAct SmallCap to ValueAct SmallCap Master Fund, L.P. for no consideration pursuant to a pre-existing agreement. Following that transfer, ValueAct SmallCap Master Fund is distributing in kind the shares it held to its investors, including Mr. Lockwood, his IRA and his Trust. Settlement of this in-kind distribution may occur on or after the date hereof. |
(2) | Under an award agreement between Mr. Lockwood and EnergySolutions, Inc. (the "Company") under the Company's Executive Bonus Plan, the Company is to grant Mr. Lockwood on June 12, 2012 a performance share unit award, subject to full payment over six years based on four-year performance criteria, absent a qualifying termination of employment. In general, no amounts are payable under the PSU Agreements unless certain performance criteria are met. The awards are payable in cash, except that the first 1,000,000 units earned and paid to Mr. Lockwood will instead be settled in shares of the Company's common stock granted under the Company's 2007 Equity Incentive Plan pursuant to the terms of a restricted stock award agreement. Mr. Lockwood's target award is 2,637,758 performance share units and his maximum award is 3,122,041 performance share units. |