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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 | $ 3.33 | 08/17/2007 | D(5) | 249,741 | (2) | (2) | Common Stock | 249,741 | $ 58.67 (5) | 0 | D | ||||
Options | $ 17.54 | 08/17/2007 | D(5) | 138,750 | (2) | (2) | Common Stock | 138,750 | $ 44.46 (5) | 0 | D | ||||
Options | $ 46.37 | 08/17/2007 | D(5) | 100,000 | (2) | (2) | Common Stock | 100,000 | $ 15.63 (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
APPADOO RAPH 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
President |
Raph Appadoo | 08/22/2007 | |
**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) | Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all shares of Issuer stock held by Mr. Appadoo were cancelled in exchange for his right to receive merger consideration of $62 per share. A Form 4 was filed for this transaction on August 22, 2007. |
(2) | Not applicable. Upon the effectivemnss of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding options of Issuer were cancelled. |
(3) | The original filing made in connection with this disposition failed to account for the 8,202 shares which had been cancelled on July 12, 2007 in order to pay taxes in connection with the vesting of 22,500 shares of restricted stock upon change of control of the Issuer. |
(4) | The original filing made in connection with this disposition failed to account for the fact that Mr. Appadoo had tendered the shares of stock held in his 401(k) Plan account on July 6, 2007. A Form 4 was filed on July 10, 2007 to report this tender. |
(5) | Upon effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all vested and exercisable options to purchase shares of Issuer were cancelled in exchange for the holder's right to receive cash consideration for each option in an amount equal to the difference between $62 and the per option exercise price, which consideration will be paid to the holder on or before August 24, 2007. |