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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 | ||||||||
Employee Stock Option (right to buy) | $ 0.01 | 07/29/2013 | M | 66,167.4 | (3) | 09/15/2013 | Class A Common Stock | 66,167.4 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 4.28 | 07/30/2013 | M | 12,350 | (4) | 11/19/2018 | Class A Common Stock | 12,350 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 4.28 | 07/30/2013 | M | 8,650 | (5) | 11/19/2018 | Class A Common Stock | 8,650 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 4.28 | 07/30/2013 | M | 16,040 | (6) | 11/19/2018 | Class A Common Stock | 16,040 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 6.45 (7) | 07/30/2013 | M | 3,000 | (8) | 04/29/2020 | Class A Common Stock | 3,000 | $ 0 | 6,000 | D | ||||
Employee Stock Option (right to buy) | $ 6.45 (7) | 07/30/2013 | M | 2,100 | (9) | 04/29/2020 | Class A Common Stock | 2,100 | $ 0 | 4,200 | D | ||||
Employee Stock Option (right to buy) | $ 6.45 (7) | 07/30/2013 | M | 3,900 | (10) | 04/29/2020 | Class A Common Stock | 3,900 | $ 0 | 7,800 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STRICKLAND SAMUEL 8283 GREENSBORO DRIVE MCLEAN, VA 22102 |
X | EVP, CFO and CAO | Member of 13D Group |
By: /s/ Terence E. Kaden, as Attorney-in-Fact for Samuel Strickland | 07/31/2013 | |
**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 shares of Class A restricted common stock. |
(2) | Shares held by the Samuel Strickland Revocable Trust. |
(3) | The options reported in this transaction are fully vested and exercisable. Upon exercise of an option, the reporting person must sell to the issuer, and it must repurchase at par value, one share of Class E special voting common stock for each option exercised. |
(4) | These options vested and became exercisable on June 30, 2013 subject to the reporting person's continued employment. |
(5) | These options vested and became exercisable on June 30, 2013 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. |
(6) | These options vested and become exercisable on June 30, 2013 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. |
(7) | This option was previously reported with a strike price of $12.81. As provided in the Amended and Restated Equity Incentive Plan, the strike price of this option was decreased by $6.36 in connection with the special dividend that was paid by the issuer on August 31, 2012. |
(8) | These options vest and become exercisable ratably on June 30, 2013, 2014 and 2015 subject to the reporting person's continued employment. |
(9) | These options vest and become exercisable ratably on June 30, 2013, 2014 and 2015 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. |
(10) | These options vest and become exercisable ratably on June 30, 2013, 2014 and 2015 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. |