1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
7% Cumulative Participating Convertible Preferred stock
|
Â
(2)(3)
|
Â
(4)
|
Common stock
|
21,534
|
$
23.3057
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Represents restricted stock granted to the reporting person. 375,940 of such shares shall vest, assuming continued employment, in three equal installments on May 27, 2011, May 27, 2012, and May 27, 2013. 54,075 of such shares shall vest, assuming continued employment, upon the later of (i) the vesting schedule described in the preceding sentence and (ii) the exercise of certain outstanding warrants (the "Warrants") that have been issued in respect of our common stock. The number of these 54,075 shares that will vest under clause (ii) of the preceding sentence will be based on a formula that is tied to the percentage of the Warrants that are exercised. |
(2) |
These shares of participating preferred common stock are entitled to receive dividends at a rate of 7% per annum and may be converted at any time at a conversion price of $23.30574 per share of common stock, subject to adjustment upon certain events specified in the certificate of designations. |
(3) |
Time-based restricted stock vesting in four equal installments on May 27, 2011, May 27, 2012, May 27, 2013, and May 27, 2014. |
(4) |
The 7% Cumulative Participating Convertible Preferred stock do not have an expiration date. |