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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 | ||||||||
PRSUs (1) | $ 0 | 02/06/2019 | A | 38,527 | (2) | (2) | Common Stock | 38,527 | $ 0 | 38,527 | D | ||||
PRSUs (1) | $ 0 | 02/06/2019 | A | 19,804 | (3) | (3) | Common Stock | 19,804 | $ 0 | 19,804 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LUCIER GREGORY T 7475 LUSK BLVD SAN DIEGO, CA 92121 |
X |
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Gregory T. Lucier | 02/07/2019 | |
**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 Restricted Stock Unit ("PRSU") represents the right to receive one share of the Issuer's common stock upon vesting. |
(2) | This PRSU award was granted to the Reporting Person on April 30, 2018. The award was granted with a performance condition based on the Issuer's earnings per share over the performance period ended December 31, 2018. On February 6, 2019, the Compensation Committee of the Issuer's Board of Directors certified the Issuer's performance for purposes of the award. Based on the Issuer's performance, the award will vest as to 38,527 shares on April 30, 2021, subject to and in accordance with the terms of the award. As the award did not constitute a derivative security, it was not required to be reported and was not reported on a Form 4 at the time of grant. |
(3) | This PRSU award was granted to the Reporting Person on March 1, 2016. The award was granted based on a target number of shares with a performance multiplier of 0-250% based on the Issuer's total stockholder return over the performance period ended December 31, 2018. On February 6, 2019, the Compensation Committee of the Issuer's Board of Directors certified the Issuer's performance for purposes of the award. Based on the Issuer's performance, the award will vest as to 19,804 shares on March 1, 2019, subject to and in accordance with the terms of the award. As the award did not constitute a derivative security, it was not required to be reported and was not reported on a Form 4 at the time of grant. |