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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) | $ 24.11 | 02/03/2012 | A | 62,868 | 02/03/2013 | 02/03/2022 | Common Stock | 62,868 | (3) | 62,868 | D | ||||
Performance Units | (4) | 02/03/2012 | A | 13,500 | 12/31/2014(4) | (4) | Common Stock | 13,500 | (4) | 13,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Foutch Randy A 15 W. SIXTH STREET, SUITE 1800 TULSA, OK 74119 |
X | Chairman and CEO |
/s/ Kenneth E. Dornblaser, as attorney-in-fact for Randy A. Foutch | 02/07/2012 | |
**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) | By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Foutch may be deemed to be a beneficial owner of the 275,000 shares of common stock of the Issuer held by the Foutch Family Trusts and the 500 shares of common stock of the Issuer held by his daughter. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Foutch herein states that this Form 4 shall not be deemed an admission that he is the beneficial owner of such shares of common stock. Mr. Foutch disclaims beneficial ownership of the common stock of the Issuer, except to the extent that he has a pecuniary interest in such shares of common stock. |
(2) | These restricted shares are granted under the Issuer's 2011 Omnibus Equity Incentive Plan and will vest in three equal annual installments beginning on the first anniversary date of the grant. |
(3) | This stock option is granted under the Issuer's 2011 Omnibus Equity Incentive Plan and is exercisable as to 25% on each of the first four anniversaries of the date of the grant. |
(4) | These performance units are granted under the Issuer's 2011 Omnibus Equity Incentive Plan. Each performance unit has a value of $100. The performance units will be payable, if at all, in cash, based upon the Issuer's total shareholder return measured against an industry peer group, over a three year performance period ending December 31, 2014. The final value of the performance units granted can range from 0% to 200% of the target value. |