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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 | ||||||||
| 2011 February Restricted Stock Units | (2) | 02/21/2014 | M | 2,500 | (2) | (2) | Common Stock | 2,500 | $ 0 | 0 | D | ||||
| 2013 February Performance-Based Restricted Units | (5) | 02/24/2014 | A | 10,176 | (5) | (5) | Common Stock | 10,176 | $ 0 | 10,176 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Andrews Audrey T. 1445 ROSS AVENUE SUITE 1400 DALLAS, TX 75202 |
SVP and General Counsel | |||
| /s/ Jeffrey S. McFall, Attorney-in-Fact for Audrey T. Andrews | 02/25/2014 | |
| **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) | All historical share data in this Form 4 have been restated to reflect a one-for-four reverse stock split effective as of October 11, 2012. |
| (2) | As previously reported, on February 23, 2011, the reporting person received a grant of 7,500 restricted units that vest ratably on each of the first, second and third anniversaries of the date of grant. The first and second anniversaries occurred on February 23, 2012 and February 22, 2013, respectively, resulting in the vesting and settlement of 2,500 shares of common stock in each case. The third anniversary of this grant occurred on February 21, 2014, resulting in the vesting and settlement of 2,500 shares of common stock as shown in Table I and Table II. Restricted units are settled in shares of the Company's common stock upon vesting. |
| (3) | Restricted units convert into common stock on a one-for-one basis. |
| (4) | Shares withheld for payment of taxes upon vesting of restricted units in accordance with Rule 16b-3. |
| (5) | As previously reported, on February 28, 2013, the reporting person received a grant of performance restricted units, the target amount of which was 10,176 units. The units were subject to the issuer's attainment of a specified one-year performance metric for the year then-ending December 31, 2013. The performance metric was achieved at the target performance level; therefore, these restricted units vest ratably on each of the first, second and third anniversaries of the date of grant. |