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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 | ||||||||
Stock Option (Right to Buy) | $ 4.25 | 09/19/2012 | D | 1,000 | 07/22/2004 | 07/22/2013 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 7.61 | 09/19/2012 | D | 1,000 | 07/21/2005 | 07/21/2014 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 9.03 | 09/19/2012 | D | 1,000 | 07/26/2006 | 07/26/2015 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 8.67 | 09/19/2012 | D | 1,000 | 07/25/2007 | 07/25/2016 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 13.33 | 09/19/2012 | D | 1,000 | 07/24/2008 | 07/24/2017 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 6.1 | 09/19/2012 | D | 1,000 | 07/24/2009 | 07/24/2018 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 4.69 | 09/19/2012 | D | 1,000 | 07/23/2010 | 07/23/2019 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 4.09 | 09/19/2012 | D | 1,000 | 08/18/2011 | 08/18/2020 | Common Stock | 1,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 5.5 | 09/05/2012 | D | 1,000 | 08/08/2012 | 08/08/2021 | Common Stock | 1,000 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DUNCAN E TOWNES C/O SOLIDUS COMPANY, L.P. 4015 HILLSBORO PIKE, SUITE 214 NASHVILLE, TN 37215 |
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/s/ Mark A. Parkey, Attorney in Fact | 09/21/2012 | |
**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) | The option was canceled pursuant to the terms of that certain Amended and Restated Agreement and Plan of Merger, dated July 30, 2012, by and among the Company, Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and certain affiliates of Fidelity, as amended by the First Amendment, dated September 5, 2012, (the "Merger Agreement") on September 19, 2012, following the completion of the tender offer (the "Tender Offer") commenced by New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly owned subsidiary of Fidelity. The option was canceled pursuant to the Merger Agreement in exchange for a cash payment equal to the difference between the offer price in the Tender Offer ($14.50) and the exercise price per option, less any required withholding taxes. |
(2) | Represents the shares held directly by Solidus Company, L.P. ("Solidus"), and Tennessee limited partnership. Mr. Duncan is the Chief Executive Officer of Solidus General Partner, LLC, which is the general partner of Solidus. Mr. Duncan disclaims beneficial ownership of any such shares that to not reflect his proportionate interest in Solidus. |