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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 | $ 0 (1) | 01/25/2012 | A | 41,667 | (2) | (5) | Common Stock | 41,667 | $ 0 | 41,667 | D | ||||
Performance Based Restricted Stock Units | $ 0 (1) | 01/25/2012 | A | 41,667 | (3) | (5) | Common Stock | 41,667 | $ 0 | 41,667 | D | ||||
Performance Based Restricted Stock Units | $ 0 (1) | 01/25/2012 | A | V | 138,889 | (4) | (5) | Common Stock | 138,889 | $ 0 | 138,889 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wyshner David B 6 SYLVAN WAY PARSIPPANY, NJ 07054 |
Sr EVP and CFO |
Jean M. Sera, by Power of Attorney for David B. Wyshner | 01/27/2012 | |
**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) | Units convert to Common Stock on a one-to-one basis upon vesting. |
(2) | Grant vests in three equal installments on January 25, 2013, 2014 and 2015. |
(3) | Between 50% and 100% of the units will vest on January 25, 2015, if the average per-share closing price of the Company's common stock equals or exceeds a minimum threshold price of $17.64 and a maximum target price of $19.69 over any consecutive 30 trading days between the grant date and the third anniversary of the date of grant. The actual number of units that vest, based on the average per-share closing price between the threshold and target prices shall be determined on a pro rata basis using straight line interpolation. |
(4) | Grant vests on January 25, 2015, subject to the Company's attainment of pre-established financial performance goals. |
(5) | Expiration date not applicable. |