|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
restricted stock units | $ 0 | 10/26/2013 | J | 26,000 (4) | 03/04/2012 | (4) | Common stock | 26,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAHONEY ROBERT B 801 CRESCENT CENTRE DRIVE SUITE 600 FRANKLIN, TN 37067 |
Former CFO as of 10.26.13 |
/s/ Gail E. Lehman, Attorney-in-Fact for Robert B. Mahoney | 10/29/2013 | |
**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) | Termination of employment and forfeiture date of Restricted Stock occurred on same day - 10/26/13, at which time 16,785 was forfeited from grants awarded on 3/6/12 and 4/12/13, including any DEUs awarded thereon. |
(2) | Reports the acceleration of T-B RSUs awarded initially on Table II on 3.7.11. As a result of the termination of filer on 10.26.13, 6,500 was accelerated and vested on 10.26.13. This is to accurately reflect the vesting of the T-B RSUs initially filed on Table II and converted to Common Stock. |
(3) | Reports the units withheld for taxes upon vesting. |
(4) | The initial filing of this RSU was 3.4.11 of 26,000 RSUs comprised of (i) 13,000 unvested time-based RSUs, with 25% vesting on each of 1st & 2nd anniversaries and 50% vesting on the 3rd anniv. of the grant date, and (ii) 13,000 unvested performance-based RSUs relating to Common Stock of the Company. The P-B RSUs should not have been reported until vesting 3 yrs from the grant date in 2014. The T-B and P-B RSUs were subject to acceleration based on termination of employment. Mahoney's employment terminated on 10.26.13 at which time the remaining T-B RSUs vested on 10.26.13 of 6,500 (which does not include DEUs awarded on this initial grant and filed on Table I). The remaining 6,500 of the initial 13,000 T-B RSUs vested on 3.4.12 and 3.4.13, which were reported on Table I and not removed from Table II. This is to report the acceleration of the T-B RSUs of 6,500 on 10.26.13 & correctly reflect such vesting on Table I. |