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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 | ||||||||
| Restricted Stock Units | (2) | 02/01/2017 | A | 1,185 | (3) | (3) | Common Stock | 1,185 | $ 0 | 1,185 | D | ||||
| Restricted Stock Units | (2) | 02/01/2017 | A | 3,556 | (4) | (4) | Common Stock | 3,556 | $ 0 | 3,556 | D | ||||
| Stock Option (right to buy) | $ 21.27 | (5) | 02/01/2026 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Restricted Stock Units | (2) | (6) | (6) | Common Stock | 1,640 | 1,640 | D | ||||||||
| Stock Option (right to buy) | $ 14 | (5) | 07/30/2024 | Common Stock | 22,500 | 22,500 | D | ||||||||
| Stock Option (right to buy) | $ 25.39 | (5) | 03/26/2025 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Medici Frank 600 BRICKELL AVENUE, 39TH FLOOR MIAMI, FL 33131 |
X | |||
| /s/ DELANO W. LADD, attorney-in-fact | 02/03/2017 | |
| **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 securities are held of record by Berkley Capital Investors, L.P., a Delaware limited partnership ("Berkley Investors"). Berkley Capital, LLC, a Delaware limited liability company ("Berkley Capital") is the general partner of Berkley Investors. The reporting person is President of Berkley Capital and as such holds the sole voting and dispositive power over the shares held by Berkley Investors. The reporting person disclaims beneficial ownership of the securities held by Berkley Investors and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purposes. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
| (3) | The restricted stock units vested as to 296 shares on February 1, 2017. The remaining restricted stock units vest in two equal installments of 296 shares on May 1, 2017 and August 1, 2017, and as to 297 shares on November 1, 2017. Vested shares will be delivered to the reporting person upon the earlier of a change of control of the issuer (as defined in the issuer's 2014 equity incentive plan), or the reporting person's termination of service (as defined in the issuer's 2014 equity incentive plan), or the reporting person's death, unless such event does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period." |
| (4) | The restricted stock units will vest as to 1,778 shares on the date of the issuer's annual stockholder meeting, if any, held in the current fiscal year; the remainder will vest on January 31, 2018. Vested shares will be delivered to the reporting person upon the earlier of a change of control of the issuer (as defined in the issuer's 2014 equity incentive plan), or the reporting person's termination of service (as defined in the issuer's 2014 equity incentive plan), or the reporting person's death, unless such event does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period." |
| (5) | The option is immediately exercisable. |
| (6) | The restricted stock units are fully vested. The vested shares will be delivered to the reporting person on January 1, 2020, unless such date does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period." |
| Remarks: Exhibit List: Exhibit 24 - Power of Attorney | |