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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 | ||||||||
Options (rt to buy) | $ 29 | 05/27/1998 | A | 45,000 (2) | (1) | 05/27/2008 | Common Stock | 45,000 | $ 0 | 45,000 | D | ||||
Options (rt to buy) | $ 15.25 | 01/27/2000 | A | 25,000 (3) | (4) | (4) | Common Stock | 25,000 | $ 0 | 70,000 | D | ||||
Options (rt to buy) | $ 19.43 | 12/14/2001 | A | 25,000 (2) | (5) | 12/14/2011 | Common Stock | 25,000 | $ 0 | 95,000 | D | ||||
Options (rt to buy) | $ 15.25 | 03/19/2002 | M | 12,500 | 01/27/2001 | (4) | Common Stock | 12,500 | $ 0 | 82,500 | D | ||||
Options (rt to buy) | $ 11.43 | 03/10/2003 | A | 20,000 (3) | (4) | (4) | Common Stock | 20,000 | $ 0 | 102,500 | D | ||||
Options (rt to buy) | $ 17.54 | 04/30/2003 | A | 10,000 (2) | (6) | 04/30/2013 | Common Stock | 10,000 | $ 0 | 112,500 | D | ||||
Options (rt to buy) | $ 11.43 | 06/13/2003 | M | 5,000 | 03/10/2003 | 03/10/2013 | Common Stock | 5,000 | $ 0 | 107,500 | D | ||||
Options (rt to buy) | $ 15.25 | 09/03/2003 | M | 7,500 | 03/27/2002 | 01/27/2010 | Common Stock | 7,500 | $ 0 | 100,000 | D | ||||
Options (rt to buy) | $ 11.43 | 04/27/2004 | M | 5,000 | 03/10/2003 | 03/10/2013 | Common Stock | 5,000 | $ 0 | 95,000 | D | ||||
Options (rt to buy) | $ 15.25 | 10/27/2004 | M | 2,500 | 01/27/2002 | 01/27/2010 | Common Stock | 2,500 | $ 0 | 92,500 | D | ||||
Options (rt to buy) | $ 46.37 | 09/20/2005 | A | 30,000 | (8) | 09/20/2012 | Common Stock | 30,000 | $ 0 | 118,000 (7) | D | ||||
TOTAL Options (rt to buy) | (10) | (10) | (10) | Common Stock | (10) | 110,000 (11) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZENTZ ROBERT W 1001 FLEET STREET BALTIMORE, MD 21202 |
EVP, General Counsel |
Robert W. Zentz | 10/24/2006 | |
**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) | All options are currently exercisable. |
(2) | Acquisition of these options was never reported as a transaction. Rather, ownership of these options was reported as a holding on Mr. Zentz's Form 3, filed on 10/24/2003. |
(3) | Acquisition of these options was never reported as a transaction. Rather ownership of that portion remaining unexercised on 10/24/03 was reported as a holding on Mr. Zentz's Form 3. |
(4) | All options have been sold as of the date of this filing. |
(5) | Currently 20,000 options are exercisable with the remaining 5,000 options vesting on 12/14/2006. |
(6) | Currently 6,000 options are exercisable with 2,000 options vesting and becoming exercisable on each of 4/30/2007 and 4/30/2008. |
(7) | Total represents options held after exercise of the 1) 2,500 shares on 1/27/2005 at a per share exercise price of $15.25, for which a Form 4 was filed on 2/1/2005; and 2) 2,000 shares on 5/17/2005 at a per share exercise price of $11.43, for which a Form 4 was filed on 5/20/2005. |
(8) | As of 9/30/2006, 7,500 options were vested and exercisable. An additional 1,875 options will vest on 12/31/2006 and at the end of each calendar quarter thereafter through 9/30/2009. |
(9) | These shares remain subject to forfeiture, with risk of forfeiture lapsing as to 2,500 shares on March 31, 2007, 2008, 2009 and 2010, assuming specific performance criteria are met as of those dates. |
(10) | N/A |
(11) | Represents options held after exercise of the 1) 3,000 shares on 3/6/2006 at a per share exercise price of $11.43, for which a Form 4 was filed on 3/8/2006; and 2) 5,000 shares on 3/14/2006 at a per share exercise price of $11.43, for which a Form 4 was filed on 3/14/2006. |
(12) | Includes 1,155 shares acquired prior to filing of Mr. Zentz's Form 3 on 10/24/03. |
(13) | Transaction occurred in connection with the exercise of options, for which a Form 4 was timely filed. |