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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 | ||||||||
Employee Stock Options (Right to Buy) | $ 10.24 | 09/13/2014 | W(2) | 60,000 | 09/13/2014 | 05/09/2017 | Class B Voting Stock | 60,000 | $ 0 | 60,000 | I | By James J. Cotter Living Trust (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cotter James J JR 6100 CENTER DRIVE SUITE 900 LOS ANGELES, CA 90045 |
X | CEO and President |
/s/ James J. Cotter, Jr. | 09/17/2014 | |
**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 reporting person is Co-Trustee and Beneficiary of the James J. Cotter Living Trust, dated August 1, 2000, as amended, (the "Trust"), which owns of record 2,115,539 shares of Class A Non-Voting Common Stock, 1,023,888 shares of Class B Voting Common Stock, and options to acquire 100,000 shares of Class B Voting Stock. James J. Cotter, Sr. passed away on the Transaction Date (September 13, 2014), at which time the Trust became irrevocable. As a result, the reporting person acquired a pecuniary interest in 705,180 shares of the Class A Non-Voting Common Stock under the terms of the Trust. |
(2) | The Class B Voting Stock and options to acquire Class B Voting Stock are held for the benefit of the grandchildren of James J. Cotter, Sr. The reporting person, due to the status of his children as beneficiaries under the Trust with respect to the Class B Voting Stock and options, may be deemed to have acquired a pecuniary interest to the extent of his children's 60% pecuniary interest in such securities. |