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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 | ||||||||
Class A Common Stock | (2) | 03/12/2010 | J(1) | V | 17,808 | (2) | (2) | Class B Common Stock | 17,808 | $ 0 | 0 | D | |||
Class A Common Stock | (2) | 03/12/2010 | J(1) | V | 17,808 | (2) | (2) | Class B Common Stock | 17,808 | $ 0 | 17,808 | I | The AP-2 2010 GRAT | ||
Class C Common Stock | (3) | 03/12/2010 | J(1) | V | 2,192 | (3) | (3) | Class B Common Stock | 2,192 | $ 0 | 0 | D | |||
Class C Common Stock | (3) | 03/12/2010 | J(1) | V | 2,192 | (3) | (3) | Class B Common Stock | 2,192 | $ 0 | 2,192 | I | The AP-2 2010 GRAT |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PANTALEONI ANTHONY FULBRIGHT & JAWORSKI LLP 666 FIFTH AVENUE NEW YORK, NY 10103 |
X |
/s/ Anthony Pantaleoni | 03/23/2010 | |
**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) | On March 12, 2010, Mr. Pantaleoni transferred 17,808 shares of Class A Common Stock, 12,228 shares of Class B Common Stock and 2,192 shares of Class C Common Stock to AP-2 LLC, of which he is the sole manager. On March 12, 2010, Mr. Pantaleoni transferred a 100% membership interest in AP-2 LLC to The AP-2 2010 GRAT. These transfers resulted in a change in the form of beneficial ownership of these shares from direct to indirect. Mr. Pantaleoni's pecuniary interest in these shares is unchanged. |
(2) | The Class A Common Stock is convertible into Class B Common Stock on a share for share basis. |
(3) | The Class C Common Stock is convertible into Class B Common Stock on a share for share basis. |