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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 | ||||||||
Option (Right to Buy) | (2) | 08/22/2011 | J(2) | 0 (2) | 08/22/2012(3) | 08/22/2021 | Common Stock | (2) | $ 0 | $ 1,300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Puishys Joseph F. 4400 WEST 78TH STREET SUITE 520 MINNEAPOLIS, MN 55435 |
X | Chief Executive Officer & Pres |
/s/ Patricia A. Beithon, Attorney-in-Fact for Joseph F. Puishys | 08/08/2011 | |
**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) | On August 2, 2011, the Board elected the Reporting Person as the Company's Chief Executive Officer, effective as of August 22, 2011 (the "Commencement Date"). On August 5, 2011, the Reporting Person and the Company entered into an Employment Agreement (the "Employment Agreement") to be effective as of the Commencement Date. Pursuant to the Employment Agreement, the Reporting Person will be granted time-based restricted stock valued at $1,300,000 and unrestricted stock valued at $500,000. The time-based restricted stock will vest in equal annual increments over a five-year period, beginning one year from the date of grant. The number of shares granted will be determined based on the closing price per share reported on the Commencement Date, at which time this filing will be amended to reflect the number of shares granted. In addition, on August 2, 2011, the Board of Directors of the Issuer elected the Reporting Person to the Issuer's Board, effective as of August 22, 2011. |
(2) | Pursuant to the Employment Agreement, on the Commencement Date the Reporting Person will be granted stock options valued at $1,300,000. The number of options awarded and the option exercise price will be determined based on the closing price per share reported on the Commencement Date, at which time this filing will be amended to reflect the number of options granted and the exercise price. |
(3) | The options will vest in equal annual increments over a three-year period, beginning on the date indicated. |