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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 Unit | (2) | 03/19/2019 | M | 2,096 | (3) | (3) | Common Stock | 2,096 | $ 0 | 6,290 | D | ||||
Restricted Stock Unit | (2) | 03/20/2019 | A | 10,011 | (4) | (4) | Common Stock | 10,011 | $ 0 | 10,011 | D | ||||
Performance Unit | (5) | 03/20/2019 | A | 1,268 | (6) | (6) | Common Stock | 1,268 | $ 0 | 1,268 | D | ||||
Stock Options | $ 15.06 | 03/20/2019 | A | 3,838 | (7) | 03/20/2029 | Common Stock | 3,838 | $ 0 | 3,838 | D | ||||
Stock Options | $ 13.5 (8) | (9) | 03/07/2025 | Common Stock | 5,190 | 5,190 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EASTMAN BRAD 15115 PARK ROW BLVD., SUITE 300 HOUSTON, TX 77084 |
Senior VP & General Counsel |
Shelly Buchman pursuant to a Limited Power of Attorney filed with the SEC on November 20, 2017 /s/ Shelly Buchman | 03/20/2019 | |
**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 withheld solely for the purpose of paying taxes due upon the vesting of shares from restricted stock units that were granted to the Reporting Person. |
(2) | Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
(3) | On March 7, 2018, the reporting person was granted 1,048 restricted stock units, of which 1/4 of the shares subject to the restricted stock units vested on March 19, 2019. The common stock into which such vested restricted stock units converted on March 19, 2019 is reported on Table 1 on this Form 4. The remaining unvested restricted stock units will continue to vest in equal annual installments until fully vested on March 19, 2022. |
(4) | These restricted stock units will vest in three equal annual installments beginning March 20, 2020 and will be fully vested on March 20, 2022. |
(5) | Each performance unit represents a contingent right to receive one share of the Issuer's common stock under the Issuer's 2010 Omnibus Incentive Plan, as amended. On March 7, 2018, the reporting person was awarded a target number of performance units ("PUs") which were subject to the achievement of certain pre-established metrics over the one-year performance period which began on January 1, 2018 and ended December 31, 2018. On Mach 20, 2019, the Issuer's Board of Directors certified the performance metrics and determined the number of PUs that were earned by the reporting person. |
(6) | The PUs become payable on July 1, 2021, but may be settled earlier upon certain circumstances as defined in the Issuer's Performance Unit Award Agreement. |
(7) | These options vest in three equal annual installments beginning March 20, 2020 and will be fully vested on March 20, 2022. |
(8) | The grant price on this Stock Option Award was incorrectly reported on the reporting person's original Form 4 filed with the SEC on March 8, 2018. |
(9) | These options vest in four equal annual installments beginning March 7, 2019 and will be fully vested on March 7, 2022. |