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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 | $ 0 (2) | 06/30/2008 | A | 82,500 | 06/05/2009(3) | 06/05/2018 | Class A-1 Common Stock | 82,500 | $ 0 (2) | 82,500 | D | ||||
Stock Option | $ 34.8 | 06/30/2008 | A | 412,500 | 06/05/2009(3) | 06/05/2018 | Class A-1 Common Stock | 412,500 | $ 34.8 | 412,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HILDEBRAND PHILLIP JOHN 9151 BOULEVARD 26 NORTH RICHLAND HILLS, TX 76180 |
X | Chief Executive Officer |
Phillip J. Hildebrand By: /s/ Peggy G. Simpson, POA | 07/02/2008 | |
**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) | Subject to continued employment with the Company (or certain qualifying terminations of his employment), the shares will vest in three equal annual installments, on each of June 5, 2009, June 5, 2010 and June 5, 2011. |
(2) | The initial Option Price is (i) $34.80 per Share if exercised prior to the first anniversary of June 5, 2008 (as defined in Optionee's Employment Agreement, the "Effective Date"); (ii) $38.28 per Share if exercised on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date; (iii) $42.11 per Share if exercised on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date; (iv) $46.32 per Share if exercised on or after the third anniversary of the Effective Date but prior to the fourth anniversary of the Effective Date; (v) $50.95 per Share if exercised on or after the fourth anniversary of the Effective Date but prior to the fifth anniversary of the Effective Date; and (vi) $56.05 per Share if exercised on or after the fifth anniversary of the Effective Date. |
(3) | The Time-Based Tranche A Options shall become exercisable (i.e. vested) with respect to 20% of the Time-Based Options (99,000 Shares) on the first anniversary of the Effective Date (as defined in Optionee's Employment Agreement as June 5, 2008) and the remainder of the Time-Based Tranche A Options (396,000 Shares) shall vest in equal quarterly installments thereafter until the fifth anniversary of the Effective Date, in each case, subject to Optionee's remaining in the continuous employ of the Company or any Subsidiary through the applicable vesting date. |