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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 Appreciation Rights (1) | $ 3.8 | 06/29/2017 | D | 700,000 | (2) | 06/01/2020 | Common Stock | 700,000 | $ 0 | 0 | D | ||||
| Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 294,000 | (4) | 06/01/2020 | Common Stock | 294,000 | $ 0 | 294,000 | D | ||||
| Stock Appreciation Rights (1) | $ 6.17 | 06/29/2017 | D | 200,000 | (5) | 02/15/2021 | Common Stock | 200,000 | $ 0 | 0 | D | ||||
| Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 45,283 | (6) | 02/15/2021 | Common Stock | 45,283 | $ 0 | 45,283 | D | ||||
| Stock Appreciation Rights (1) | $ 3.65 | 06/29/2017 | D | 200,000 | (7) | 04/16/2022 | Common Stock | 200,000 | $ 0 | 0 | D | ||||
| Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 101,754 | (8) | 04/16/2022 | Common Stock | 101,754 | $ 0 | 101,754 | D | ||||
| Stock Appreciation Rights (1) | $ 5.32 | 06/29/2017 | D | 200,000 | (9) | 08/26/2023 | Common Stock | 200,000 | $ 0 | 0 | D | ||||
| Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 111,864 | (10) | 08/26/2023 | Common Stock | 111,864 | $ 0 | 111,864 | D | ||||
| Stock Appreciation Rights (1) | $ 3.47 | 06/29/2017 | D | 100,000 | (11) | 08/25/2024 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
| Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 44,999 | (12) | 08/25/2024 | Common Stock | 44,999 | $ 0 | 44,999 | D | ||||
| Stock Appreciation Rights (1) | $ 2.6 | 06/29/2017 | D | 200,000 | (13) | 08/25/2025 | Common Stock | 200,000 | $ 0 | 0 | D | ||||
| Stock Appreciation Rights (1) | $ 1.36 (3) | 06/29/2017 | A | 122,580 | (14) | 08/25/2025 | Common Stock | 122,580 | $ 0 | 122,580 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCOTT GREGORY J 330 W. 34TH STREET 9TH FLOOR NEW YORK, NY 10001 |
X | Chief Executive Officer | ||
| Linda Gormezano, attorney-in-fact /s/ Linda Gormezano | 07/14/2017 | |
| **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) | Each Stock Appreciation Right (SAR) represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock. |
| (2) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program as more fully described in the Schedule TO, filed with the Securities and Exchange Commission on June 1, 2017. The reporting person was previously awarded SARs which were exercisable as follows: 137,500 on June 1, 2011, 187,500 on June 1, 2012, 187,500 on June 1, 2013, and 187,500 on June 1, 2014. |
| (3) | In exchange for each cancelled award pursuant to the Company's Stock Appreciation Right and Option Exchange Program, the reporting person received a replacement award for a lesser number of SARs with an equal fair value and an exercise price equal to the closing price of the Company's common stock as reported on the New York Stock Exchange on June 29, 2017. |
| (4) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018. |
| (5) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 50,000 on February 15, 2012, 50,000 on February 15, 2013, 50,000 on February 15, 2014, and 50,000 on February 15, 2015. |
| (6) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018. |
| (7) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were all exercisable on April 16, 2015. |
| (8) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018. |
| (9) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 50,000 on August 25, 2014, 50,000 on August 25, 2015 and 100,000 on August 25, 2016. |
| (10) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018. |
| (11) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 25,000 on August 25, 2015, 25,000 on August 25, 2016 and 50,000 on August 25, 2017. |
| (12) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 22,501 on August 25, 2017 and 22,498 on June 29, 2018. |
| (13) | Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 50,000 on August 25, 2016, 50,000 on August 25, 2017 and 100,000 on August 25, 2018. |
| (14) | Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 30,645 on August 25, 2017, 30,645 on June 29, 2018 and 61,290 on August 25, 2018. |