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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 | ||||||||
| Deferred Stock Units | $ 0 | 04/29/2009 | A | 6,678 | (1) | 04/29/2019(1) | Common Stock | 6,678 | $ 0 | 6,678 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 16.47 | 04/29/2009 | A | 16,516 | (2) | 04/29/2016 | Common Stock | 16,516 | $ 0 | 16,516 | D | ||||
| Deferred Stock Units | $ 0 | (3) | 08/01/2015 | Common Stock | 286 | 286 | D | ||||||||
| Deferred Stock Units | $ 0 | (4) | 11/01/2015 | Common Stock | 310 | 310 | D | ||||||||
| Deferred Stock Units | $ 0 | (5) | 02/01/2016 | Common Stock | 291 | 291 | D | ||||||||
| Deferred Stock Units | $ 0 | (1) | (1) | Common Stock | 3,771 | 3,771 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 25.78 | (6) | 06/26/2013 | Common Stock | 60,000 | 60,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 29.17 | (2) | 06/19/2015 | Common Stock | 10,120 | 10,120 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 30.51 | (6) | 06/13/2013 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 31.61 | (6) | 06/14/2014 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 34.44 | (6) | 06/23/2015 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 44.37 | (6) | 06/24/2014 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BOURGUIGNON PHILIPPE C/O REVOLUTION PLACES LLC 1717 RHODE ISLAND AVENUE NW, SUITE 900 WASHINGTON, DC 20036 |
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| Philippe Bourguignon | 05/01/2009 | |
| **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) | In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient of (A) $110,000 divided by (B) the Company's closing stock price on the date of grant. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date. |
| (2) | In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted options at the time of the Company's annual meeting of stockholders. The number of options granted is equal to the net present value of $110,000, calculated using the Black-Scholes valuation methodology on the date of grant. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date. |
| (3) | The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 8/1/2015, or later if the reporting person is still in continuous service as a Director of the Company on such date. |
| (4) | The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 11/1/2015, or later if the reporting person is still in continuous service as a Director of the Company on such date. |
| (5) | The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 2/1/2016, or later if the reporting person is still in continuous service as a Director of the Company on such date. |
| (6) | Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter. |