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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 | ||||||||
Performance Units 2012 | (3) | 01/07/2014 | M | 32,792 | (3) | (3) | Common Stock | 32,792 | $ 0 | 32,792 | D | ||||
Performance Units 2013 | (4) | (4) | (4) | Common Stock | 100,260 | 100,260 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gold Alan D 17190 BERNARDO CENTER DRIVE SAN DIEGO, CA 92128 |
X | Chairman and CEO |
Jonathan P. Klassen, Attorney-In-Fact | 01/09/2014 | |
**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) | Represents earn-out of previously awarded performance units granted in January 2012. |
(2) | Represents payment of tax liability by the forfeiture of shares of common stock to the company incident to the vesting of the reporting person's performance units. |
(3) | Each performance unit represents a contingent right to receive one share of the company's common stock. 9,731 performance units vested and 23,061 performance units were forfeited on January 7, 2014, based on the company's total stockholder return performance relative to a selected peer group for the two years ended December 31, 2013. The remaining performance units vest in January 2015 based on the company's total stockholder return performance relative to a selected peer group for the three years ended December 31, 2014. The performance units reported represent target performance. The maximum number of remaining performance units which may be earned is 65,584 performance units, and the minimum number of remaining performance units which may be earned is zero performance units. |
(4) | Each performance unit represents a contingent right to receive one share of the company's common stock. The performance units vest 1/2 each in January 2015 and January 2016 based on the company's total stockholder return performance relative to a selected peer group for the two years ended December 31, 2014 and three years ended December 31, 2015, respectively. The performance units reported represent target performance. The maximum number of performance units which may be earned is 200,520 performance units, and the minimum number of performance units which may be earned is zero performance units. |