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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 | ||||||||
| Stock Option (Right to buy) | $ 7.5 | (2) | 08/02/2010 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to buy) | $ 5 | (3) | 02/28/2012 | Class A Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (Right to buy) | $ 2.5 | (4) | 12/18/2012 | Class A Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (Right to buy) | $ 5 | (5) | 11/04/2013 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to buy) | $ 3.6 | 12/01/2005 | 01/13/2015 | Class A Common Stock | 40,000 | 40,000 | D | ||||||||
| Stock Option (Right to buy) | $ 10.25 | 09/14/2006 | 03/08/2016 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to buy) | $ 5.16 | (6) | 10/18/2017 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to buy) | $ 1.37 | 08/11/2009 | A | 40,000 | 08/11/2009 | 08/11/2019 | Class A Common Stock | 40,000 | $ 0 | 40,000 | D | ||||
| Restricted Stock Units | (7) | (8) | (8) | Class A Common Stock | 90,000 | 90,000 | D | ||||||||
| Restricted Stock Units | (7) | (9) | (9) | Class A Common Stock | 35,000 | 35,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LOFFREDO GARY S 55 MADISON AVENUE, SUITE 300 MORRISTOWN, NJ 07960 |
X | Senior VP, Gen Counsel & Secy | ||
| /s/ Gary S. Loffredo | 08/11/2009 | |
| **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) | Includes 3,000 restricted Class A Common shares granted on September 20, 2007, pursuant to the Issuer's Second Amended and Restated 2000 Equity Incentive Plan. Such restricted shares vest in three equal annual installments commencing September 20, 2008. |
| (2) | The option vested in three equal annual installments commencing August 2, 2001. |
| (3) | The option vested in three equal annual installments commencing February 28, 2003. |
| (4) | The option vested in three equal annual installments commencing December 18, 2003. |
| (5) | Of such options, one-third vested on November 4 of each of 2004 and 2005 and the remaining vested on March 8, 2006. |
| (6) | The option vests in three equal annual installments commencing October 18, 2008. |
| (7) | Each restricted stock unit (an "RSU") represents a contingent right to receive one share of Class A Common Stock ("Common Stock"); however, the Issuer has the discretion to settle in Common Stock or cash or a combination thereof. |
| (8) | (a) On May 9, 2011, all of the RSUs will vest unless earlier vested pursuant to (b) or (c) below. (b) On May 9, 2009, (i) 1/3 of the RSUs will vest if the Common Stock has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date or (ii) 2/3 of the RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date. (c) On May 9, 2010, (i) 1/3 of the unvested RSUs will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date or (ii) 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date or (iii) all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date. |
| (9) | (a) On April 23, 2012, all of the RSUs will vest unless earlier vested pursuant to (b) or (c) below. (b) On April 23, 2010, (i) 1/3 of the RSUs will vest if the Common Stock has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date or (ii) 2/3 of the RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date. (c) On April 23, 2011, (i) 1/3 of the unvested RSUs will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date or (ii) 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date or (iii) all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date. |