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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 | (1) | 09/21/2018 | A | 350,000 | (2) | (2) | Common Stock | 350,000 | $ 0 | 361,945 | D | ||||
Restricted Stock Unit | (1) | 09/21/2018 | A | 300,000 | (3) | (3) | Common Stock | 300,000 | $ 0 | 661,945 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Norbe Todd 4 CROMWELL IRVINE, CA 92618 |
X | President and CEO |
/s/ Michael C. Carroll, attorney-in-fact for Todd Norbe | 05/25/2018 | |
**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) | Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
(2) | The restricted stock unit award vests as follows: (i) 116,667 restricted stock units shall vest on the first anniversary of the Reporting Person's first date of employment with the Company, (ii) 58,333 restricted stock units shall vest on the eighteen month anniversary of the Reporting Person's first date of employment with the Company, (iii) 58,333 restricted stock units shall vest on the second anniversary of the Reporting Person's first date of employment with the Company, (iv) 58,333 restricted stock units shall vest on the thirtieth month anniversary of the Reporting Person's first date of employment with the Company, and (v) 58,334 restricted stock units shall vest on the third anniversary of the Reporting Person's first date of employment with the Company, subject to the Reporting Person's continued service with the Company. |
(3) | The restricted stock unit award vests in accordance with performance criteria established by the Compensation Committee of the Company, subject to the Reporting Person's continued service with the Company. |