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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WELLS WILLIAM H 2800 POST OAK BLVD SUITE 5450 HOUSTON, TX 77056 |
Former SVP & CFO |
/s/ Melanie M. Trent, Attorney-in-Fact | 09/11/2012 | |
**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) | These shares were sold to the Company in payment of a tax liability due to the vesting of restricted shares awarded to the reporting person. Such restricted shares vested on September 7, 2012 upon the reporting person's retirement from the Company. |
(2) | Sales price is the volume weighted average share price on September 7, 2012. |
(3) | Includes 13,201 shares held in a savings plan account as of August 31, 2012. On Septebmer 7, 2012, in connection with the retirement of the reporting person from the Company, the restrictions on all unvested restricted shares granted to the reporting person lapsed. |
Remarks: 39,936 stock appreciation rights ("SARs") also vested as of the reporting person's retirement date. The reporting person's vested options remain exercisable until their original expiration dates, respectively, and all of the SARs remain exerciseable until five years from the retirement date, in each case, unless otherwise earlier terminated after the reporting person's retirement date in accordance with the terms of the original grant notices. In addition, 2,475 performance units ("PUs") vested as of the retirement date. Future payout amounts under the PUs, if any, are subject to forfeiture upon breach of the reporting person's retirement agreement. Both the SARs and PUs may be settled in cash or stock at the Compensation Committee's discretion. |