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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 | ||||||||
| Non-qualified Stock Option (right to buy) | $ 1.59 | 05/07/2012 | M | 26,000 | (2) | 03/17/2019 | Class A Common Stock | 26,000 | $ 0 | 4,000 | D | ||||
| Non-qualified Stock Option (right to buy) | $ 1.59 | 05/08/2012 | M | 4,000 | (2) | 03/17/2019 | Class A Common Stock | 4,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Option (right to buy) | $ 2.75 | 05/08/2012 | M | 22,000 | (3) | 05/15/2019 | Class A Common Stock | 22,000 | $ 0 | 13,000 | D | ||||
| Non-qualified Stock Option (right to buy) | $ 2.75 | 05/09/2012 | M | 12,027 | (3) | 05/15/2019 | Class A Common Stock | 12,027 | $ 0 | 973 | D | ||||
| Non-qualified Stock Option (right to buy) | $ 2.29 | 05/09/2012 | M | 4,722 | (4) | 07/01/2019 | Class A Common Stock | 4,722 | $ 0 | 278 | D | ||||
| Non-qualified Stock Option (right to buy) | $ 3.92 | 05/09/2012 | M | 9,166 | (5) | 07/01/2020 | Class A Common Stock | 9,166 | $ 0 | 5,834 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SIMON PHILIP B 101 YGNACIO VALLEY ROAD, SUITE 320 WALNUT CREEK, CA 94596 |
X | X | ||
| Robert A. Lattuga, Attorney-in-Fact on behalf of Philip B. Simon | 05/09/2012 | |
| **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) | This transaction was executed pursuant to a volume average weighted price agreement pursuant to which the reporting person's broker agreed that the selling price of the securities sold would be the volume average weighted price of all securities of the issuer traded on the New York Stock Exchange on the date of sale. |
| (2) | Granted under the Issuer's 2002 Non-employee Directors' Stock Award Plan, as amended. The option shares vest in 36 equal monthly installments commencing 3/17/2009.. |
| (3) | Granted under the Issuer's 2002 Non-employee Directors' Stock Award Plan, as amended. The option becomes exercisable, if at all, when the average closing price of the Company's Class A common stock on the NYSE across all trading days during a consecutive 90-day period that occurs after the grant date and during the term of the option equals or exceeds $4.00 per share (such condition of vesting, the "Price Condition"). In addition, subject to the Price Condition, the option will vest over three years commencing May 15, 2009 in equal monthly installments. Any option shares that would, but for the Price Condition, have vested according to the vesting schedule above will vest when the Price Condition is met. |
| (4) | Annual grant under the Issuer's 2002 Non-Employee Directors' Stock Award Plan, as amended. Options vest at the rate of 1/36 per month for 36 consecutive months commencing August 1, 2009. |
| (5) | Annual grant under the Issuer's 2002 Non-Employee Directors' Stock Award Plan, as amended. Options vest at the rate of 1/36 per month for 36 consecutive months commencing August 1, 2010. |