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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 | ||||||||
Class A Common Stock | (4) | (4) | (4) | Common Stock | 20,000 | 797,000 | D | ||||||||
Class A Common Stock | (4) | (4) | (4) | Common Stock | 52,000 | 52,000 | I | Wife | |||||||
Options granted 01/04/1999 (8) | $ 5.46 | (5) | 01/03/2007 | Common Stock | 25,000 | 25,000 | D | ||||||||
Options granted 05/05/2000 (8) | $ 5.03 | (6) | 05/04/2010 | Common Stock | 35,000 | 35,000 | D | ||||||||
Options granted 05/09/2002 (8) | $ 7.23 | (7) | 05/08/2010 | Common Stock | 25,000 | 25,000 | D | ||||||||
Options granted 01/03/2003 (8) | $ 4.68 | (7) | 01/02/2011 | Common Stock | 25,000 | 25,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCGLYNN DENIS 1131 N. DUPONT HIGHWAY DOVER, DE 19901 |
X | President and CEO |
Elia D. Trowbridge via Power of Attorney Filed With the Securities & Exchange Commission | 01/04/2006 | |
**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) | Includes 15,000 shares of restricted stock granted under the Company's Incentive Stock Plan on January 3, 2006 in a transaction exempt under Rule 16b-3. Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). |
(2) | Includes 12,000 shares of restricted stock granted under the Company's Incentive Stock Plan on January 3, 2005 in a transaction exempt under Rule 16b-3. Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). |
(3) | Includes 12,000 shares of restricted stock granted under the Company's Incentive Stock Plan on April 28, 2004 in a transaction exempt under Rule 16b-3. Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). |
(4) | Class A Common Stock is convertible into Common Stock at any time on a share for share basis at the option of the holder thereof. |
(5) | Eight-year options with exercisability phasing in as follows: 8,163 shares on fourth, fifth and sixth-year anniversaries of date of grant and 511 shares on seventh-year anniversary. |
(6) | Ten-year options with exercisability phasing in as follows: 5/5/06 - 8,286 shares; 5/5/07 - 8,839 shares; 5/5/08 - 8,839 shares; 5/5/09 - 8,839 shares; 1/1/10 - 197 shares. |
(7) | Eight-year options with exercisability phasing in. Beginning one year after date of grant, one-sixth becomes exercisable. An additional one-sixth becomes exercisable over the succeeding five years. |
(8) | Previously reported. |