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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 | ||||||||
Restricted Stock Units | (1) | 06/17/2018 | M | 10,714 | 06/17/2018 | (1) | Class B Common Stock | 10,714 | $ 0 | 0 | D | ||||
Class B Common Stock | (2) | 06/17/2018 | M | 10,714 | (2) | (2) | Class A Common Stock | 10,714 | $ 0 | 10,741 | D | ||||
Performance Share Units | (3) | 06/17/2018 | M | 4,285 | (4) | (4) | Class B Common Stock | 4,285 | $ 0 | 0 | D | ||||
Class B Common Stock | (2) | 06/17/2018 | M | 4,285 | (2) | (2) | Class A Common Stock | 4,285 | $ 0 | 14,999 | D | ||||
Class B Common Stock | (2) | 06/17/2018 | F | 7,158 | (5) | (5) | Class A Common Stock | 7,158 | $ 0 | 7,841 | D | ||||
Class B Common Stock | (2) | 06/17/2018 | C | 7,841 | (2) | (2) | Class A Common Stock | 7,841 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SINGER PAULA R 650 S. EXETER STREET 12TH FLOOR BALTIMORE, MD 21202 |
CEO Walden and Online Partners |
/s/ Sean P. Mulcahy, Attorney-in-Fact | 06/19/2018 | |
**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) | As previously reported at footnote 7 of the reporting person's Form 3, each Restricted Stock Unit ("RSU") represents the right to receive one share of the Class B Common Stock of the Company and was issuable as shares of Class B Common Stock provided the reporting person remained employed through June 17, 2018. |
(2) | Each share of the Company's Class B Common Stock is convertible into one share of the Company's Class A Common Stock upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation. |
(3) | Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock of the Company. |
(4) | As previously reported in footnote 6 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission on January 31, 2017, these PSUs were to vest upon the achievement by the Company of the applicable financial metrics, subject to the reporting person's continued employment with the Company, through June 17, 2018. |
(5) | On the trading day immediately prior to June 17, 2018, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.63. On June 18, 2018, 7,158 shares of the Company's Class B Common Stock otherwise issueable upon the vesting of the RSUs and PSUs reported herein were forfeited to pay the applicable withholding taxes due in connection with these vestings. |