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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 Contingent Stock Units | (1) | 08/19/2012 | A | 450,000 | (1) | (1) | Common Stock | 450,000 | $ 0 | 450,000 | D | ||||
Performance Contingent Stock Units | (2) | 10/22/2012 | M | 150,000 | (2) | (2) | Common Stock | 150,000 | $ 0 | 300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BENNETT STEPHEN M 350 ELLIS STREET MOUNTAIN VIEW, CA 94043 |
X | Chairman, President & CEO |
/s/ Simona Katcher, as attorney-in-fact for Stephen M Bennett | 10/23/2012 | |
**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 Performance Contingent Stock Unit (PCSU) represents a contingent stock right to receive one share of the Company's common stock. The PCSUs vest and settle in increments of 150,000 shares if at the end of any fiscal quarter during fiscal years 2013 -2015, the volume weighted average closing price per share of the Company's common stock is at or above $18.00, $20.00 or $22.00, as applicable for the corresponding increment. |
(2) | Each PCSU represented a contingent stock right to receive one share of the Company's common stock upon the Company's common stock achieving a volume weighted average closing price per share of at or above $18.00. |