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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 | (3) | 03/01/2012 | M | 4,469 | 03/01/2012(4) | (4) | Common Stock | 4,469 | $ 0 | 0 | D | ||||
Restricted Stock Units | (3) | 03/01/2012 | A | 32,222 | 03/01/2013(5) | 03/01/2015(5) | Common Stock | 32,222 | $ 0 | 32,222 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moody Robert L ONE MOODY PLAZA GALVESTON, TX 77550 |
X | X | Chairman and CEO |
Robert L. Moody | 03/02/2012 | |
**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 represents the settlement of vested restricted stock units in shares of common stock. |
(2) | Shares withheld at the election of the Reporting Person to satisfy applicable tax obligations. |
(3) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
(4) | This entire restricted stock unit award vested on March 1, 2012. |
(5) | These restricted stock units vest in three substantially equal annual installments, beginning on March 1, 2013, or upon the reporting person's earlier retirement, death or disability. Upon vesting, the reporting person receives a number of shares of the issuer's common stock equal to the number of restricted stock units that have vested. |
Remarks: Reporting Person is also one of three trustees of The Moody Foundation, which as of the date of this filing owns 6,157,822 shares of Issuer's common stock. |