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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 | |
HAWK E BLAKE 1220 AUGUSTA SUITE 500 HOUSTON, TX 77057 |
EVP & General Counsel |
/s/ E. Blake Hawk | 02/23/2009 | |
**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 stock is restricted stock issued pursuant to the Company's 2004 Stock Incentive Plan, and 33 1/3% of the restricted stock generally vests (i.e., the transfer and forfeiture restrictions terminate) on February 19 of each of 2010, 2011 and 2012. |
(2) | The shares represent restricted stock issued under the Company's 2004 Stock Incentive Plan. The terms of such restricted stock provide for 0% to 100% of the shares to vest (i.e., the transfer and forfeiture restrictions terminate) on February 19, 2012 based upon the Company's common stock highest average per share price for 20 consecutive trading days between August 24, 2011 and February 19, 2012 ("Highest Average Price"). The percentage of shares vesting being equal to 25%, 50% or 100% of the number of shares of restricted stock granted if the Highest Average Price is $23.15, $28.10 or $39.06, respectively. (footnote continues at footnote 3) |
(3) | (footnote 2 continued) If the Highest Average Price is between $23.15 and $28.10, then an additional amount up to 25% shall vest on a prorata basis (approximately 5% per $1.00 increase in the Highest Average Price above $23.15). If the Highest Average Price is between $28.10 and $39.06, then an additional amount up to 50% shall vest on a prorata basis (approximately 4.56% per $1.00 increase in the Highest Average Price above $28.10). If the stock price is at or above $23.15 per share as of February 19, 2012 and remains at or above for 20 consecutive trading days, then a minimum of 25% of the shares of restricted stock shall vest. Any shares of such restricted stock that do not vest as described in the preceding sentence will generally be forfeited. |
(4) | FORFEITED AND TERMINATED RESTRICTED STOCK AS A RESULT OF THE VESTING (FORFEITURE LAPSE) PERFORMANCE CONDITIONS NOT BEING SATISFIED (i.e. the Common Stock not closing at or above $42.50 per share for 20 consecutive trading days which included any date on or between September 22, 2008 and February 23, 2009). The forfeiture is an exempt transaction pursuant to Rule 16b-3(e). |
(5) | Represents shares previously acquired in transactions exempt under Rule 16b-3(c). |