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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 | ||||||||
| Performance shares | (3) | 01/14/2015 | A(4) | 8,368 (5) | (5) | (5) | Common stock | 8,368 | $ 0 (6) | 8,368 | D | ||||
| Employee Stock Option (right to buy) | $ 25.55 | (7) | 01/15/2024 | Common stock | 31,750 | 31,750 | D | ||||||||
| Employee Stock Option (right to buy) | $ 20.39 | (8) | 10/04/2023 | Common stock | 75,000 | 75,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 20.39 | (9) | 05/01/2023 | Common stock | 1,660 | 1,660 | D | ||||||||
| Employee Stock Option (right to buy) | $ 24.56 | (10) | 01/18/2023 | Common stock | 8,500 | 8,500 | D | ||||||||
| Employee Stock Option (right to buy) | $ 23.4 | (11) | 01/12/2022 | Common stock | 16,900 | 16,900 | D | ||||||||
| Employee Stock Option (right to buy) | $ 29.88 | (12) | 01/13/2021 | Common stock | 12,600 | 12,600 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McNeely Joseph E TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO, IL 60606 |
X | President and CEO | ||
| /s/ Kathleen M. Boege, as attorney in fact | 01/16/2015 | |
| **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) | Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. These shares were granted on January 14, 2015 and will vest on January 14, 2018. The restricted shares are subject to certain restrictions (including possible forfeiture). |
| (2) | The restricted shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. |
| (3) | Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. |
| (4) | Exempt issuance of performance shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. |
| (5) | Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2015 through December 31, 2017. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on January 14, 2018, with the vesting percentage determined based on actual performance. |
| (6) | Performance shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recepient. |
| (7) | On January 15, 2014, the recipient was granted 31,750 options. 10,583 stock options are fully vested and currently exercisable, 10,583 stock options will vest on January 15, 2016 and 10,584 stock options will vest on January 15, 2017. |
| (8) | On October 4, 2013, the recipient was granted 75,000 options. 25,000 stock options are fully vested and currently exercisable, 25,000 stock options will vest on October 4, 2015 and 25,000 stock options will vest on October 4, 2016. |
| (9) | On May 1, 2013, the recipient was granted 1,660 options. 553 stock options are fully vested and currently excersisable, 553 stock options will vest on May 1, 2015 and 554 stock options will vest on May 1, 2016. |
| (10) | On January 18, 2013, the recipient was granted 8,500 options. 2,766 stock options are fully vested and currently exercisable, 2,766 stock options will vest on January 18, 2015 and 2,768 stock options will vest on January 18, 2016. |
| (11) | On January 12, 2012, the recipient was granted 16,900 options which are fully vested and currently exercisable. |
| (12) | On January 13, 2011, the recipient was granted 12,600 options which are fully vested and currently exercisable. |