1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Employee Stock Option (Right to Buy)
|
01/01/2016(5)
|
12/10/2025 |
Common Stock
|
75,000
|
$
23.1
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Includes 39,585 shares of unvested Restricted Stock that are subject to vesting requirements, whereby 14,585 shares shall vest equally on the first day of each calendar quarter for the next seven (7) consecutive quarters beginning on April 1 and 25,000 shares shall vest equally on the first day of each calendar quarter for the next ten (10) consecutive calendar quarters beginning on April 1. |
(2) |
Includes 87,500 shares of unvested Restricted Stock with Market Based Vesting that will become eligible shares ("Eligible Shares") to vest if the Issuer's average closing price ("Average Closing Price") for 20 consecutive trade days equals or exceeds the required price per share. 12,500 shares are Eligible Shares that shall vest equally on April 1 and July 1 and 25,000 shares are Eligible Shares that shall vest equally over the next four consecutive quarters beginning on April 1. Before 07/01/18, 25,000 shares will be eligible to vest if for 20 consecutive trade days the Issuer's Average Closing Price equals or exceeds $35.00. Before 01/01/2019, 25,000 shares will be eligible to vest if for 20 consecutive trade days the Issuer's Average Closing Price equals or exceeds $40.00. Eligible Shares shall vest equally over the next 4 quarters and fully vest on 07/01/2017, 01/01/2018, 07/01/18 or 01/01/2019 pursuant to the respective tranches and terms of the award agreement. |
(3) |
Includes 29,565 shares of unvested Restricted Stock awarded to Reporting Person on 03/02/2017: One-twelfth of the shares shall vest each quarter, beginning on the first day of the second calendar quarter immediately following the vesting commencement date, for next twelve (12) consecutive calendar quarters. |
(4) |
Includes 44,348 shares of unvested Restricted Stock with Market Based Vesting Awarded to Reporting Person on 03/02/2017: Prior to July 1, 2020, one-third (1/3) of the restricted shares shall become eligible to vest, if for 20 consecutive trading days Issuer's average closing price per share of common stock equals or exceeds the threshold price of $38.05, the target price of $41.09, or the maximum price of $45.66, respectively (collectively, the "Eligible Shares"). Eligible Shares shall vest in equal quarterly installments over the following year. All Eligible Shares shall be fully vested on July 1, 2020, or upon a Change in Control, or due to Death or Disability. Also, the remaining tranches of unvested shares shall be deemed to be Eligible Shares and shall fully vest immediately prior to a Change in Control that results in the per share value of Issuer's common stock equal to or in excess of values of each respective tranche. |
(5) |
One-twelfth (1/12) of the shares subject to the option vest and become exercisable on the first day of each calendar quarter for twelve (12) consecutive quarters beginning on January 1, 2016. |