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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) | $ 7.8333 | (1) | 01/01/2012 | Common Shares, $.0033 par value per share | 719,615 (2) | 719,615 | D | ||||||||
Stock Option (right to buy) | $ 7.8333 | (1) | 01/01/2012 | Common Shares, $.0033 par value per share | 480,385 | 480,385 | I | By 2005 GRAT | |||||||
Stock Option (right to buy) | $ 7.8333 | 01/01/2012 | M | 719,615 | (1) | 01/01/2012 | Common Shares, $.0033 par value per share | 719,615 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 7.8333 | 01/01/2012 | M | 480,385 | (1) | 01/01/2012 | Common Shares, $.0033 par value per share | 480,385 | $ 0 | 0 | I | By 2005 GRAT |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
IORDANOU CONSTANTINE WESSEX HOUSE, 5TH FLOOR 45 REID STREET HAMILTON, D0 HM 12 |
X | Chairman, President & CEO |
/s/ Louis T. Petrillo, Attorney in fact | 01/03/2012 | |
**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) | The stock option became exercisable in three equal annual installments with the first installment being exercisable on January 1, 2002 and the second and third installments being exercisable on Jaunuary 1, 2003 and January 1, 2004. |
(2) | 167,258 of the 719,615 stock options were previously reported as indirectly owned by the 2005 GRAT; on December 21, 2011, the 2005 GRAT distributed 167,258 of such stock options to the reporting person and as a result, the reporting person directly owns 719,615 stock options. |
(3) | On January 1, 2012, the reporting person exercised 719,615 stock options and, under the net settlement provisions of the applicale stock option agreement, 151,403 common shares were withheld in payment of the exercise price. |
(4) | On January 1, 2012, the reporting person's 2005 GRAT exercised 480,385 stock options and, under the net settlement provisions of the applicale stock option agreement, 101,071 common shares were withheld in payment of the exercise price. |