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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 | ||||||||
| Year-End Restricted Stock Units | (4) | 01/20-05:00/2015 | A | 52,194 | (4) | (4) | Common Stock, par value $0.01 per share | 52,194 | $ 0 | 52,194 | D | ||||
| Fixed Allowance Restricted Stock Units | (5) | 01/20-05:00/2015 | A | 36,469 | (5) | (5) | Common Stock, par value $.01 per share | 36,469 | $ 0 | 88,663 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHERWOOD MICHAEL S C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY 10282 |
Vice Chairman | |||
| /s/ Beverly L. O'Toole, Attorney-in-fact | 01/22-05:00/2015 | |
| **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) | These shares of the Issuer's common stock represent approximately 30% of the Reporting Person's equity fixed allowance for 2014. The other 70% is represented by restricted stock units ("RSUs") as described in footnote (5). |
| (2) | Represents shares of the Issuer's common stock withheld to satisfy withholding obligations in connection with the delivery of the common stock described in footnote (1). |
| (3) | Held by spouse. |
| (4) | Approximately 80% of the shares of common stock underlying these 2014 year-end RSUs will be delivered in three approximately equal installments on or about each of the first, second and third anniversaries of the grant date, subject to other terms and conditions of the award agreement; the shares of common stock delivered pursuant to such RSUs generally cannot be sold or transferred before January 2020. The remainder of the shares of the Issuer's common stock underlying these RSUs will be delivered in July 2015, subject to other terms and conditions of the award agreement. |
| (5) | These RSUs represent approximately 70% of the Reporting Person's equity fixed allowance for 2014. The shares of common stock underlying these RSUs will be delivered on the same schedule and have the same transfer restrictions as the equity described in the first sentence of footnote (4). |