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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 | ||||||||
Deferred Stock Units | $ 13.53 | 06/05/2008 | A | 4,065 (2) | (2) | (2) | Common Stock (2) | 4,065 (2) | $ 0 | 16,195 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHWARTZ DAVID Y 10201 MAIN STREET HOUSTON, TX 77025 |
X |
/s/ R. E. Stasyszen, Attorney in Fact for David Y. Schwartz | 06/09/2008 | |
**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) | Reflects the grant on June 5, 2008 of restricted shares of the issuer's common stock value at $100,000 based on a net present value using the closing price of the issuer's common stock on that date. The shares will vest, on a three-year cliff basis, on June 5, 2011. |
(2) | Reflects the Director's election to receive $55,000 of his Total Annual Retainer Fees in exchange for 4,065 of the issuer's Deferred Stock Units under the issuer's 2003 Non-Employee Director Equity Compensation Plan. One-twelfth (1/12) of the number of Deferred Stock Units will be credited by the Company to the Director's ledger account ("Account") on the first day of each month during the Term Year. Upon termination of service with the Company or hardship, the Director may elect either (i) a single lump sum of cash distribution of his Deferred Stock Unit Account, or (ii) a single distribution of his Deferred Stock Unit Account in the form of the Company's restricted common stock. The number of shares of common stock to be issued will be equal to the number of Deferred Stock Units credited to the Director's Account. |
(3) | Includes all derivative securities currently owned by the reporting person including those previously reported and 8 Deferred Stock Units credited to the reporting person's Deferred Stock Unit Account as a result of cash dividends paid to all shareholders. |