|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | $ 0 (1) | 03/14/2019 | A | 3,291 (2) | (3) | (3) | Class A Common Stock | 3,291 (3) | $ 0 | 3,291 | D | ||||
Deferred Stock Units under 2014 Director Fee Plan | (4) | 03/14/2019 | A | 143 (5) | (4) | (4) | Class A Common Stock | 143 (5) | $ 0 | 8,479 | D | ||||
Deferred Stock Units under 2019 Director Fee Plan | (4) | 03/14/2019 | A | 2,633 (6) | (4) | (4) | Class A Common Stock | 2,633 (6) | $ 0 | 2,633 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GARCIA TUNON ALVARO TWO NORTHSHORE CENTER PITTSBURGH, PA 15212 |
X |
/s/ Brian D. Walters (Attorney-in-Fact) | 03/18/2019 | |
**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) | Award of restricted share units made under the 2019 Director Fee Plan subject to the agreement entered into under the 2019 Director Fee Plan. Each restricted share unit represents a contingent right to receive one share of the Company's common stock. |
(2) | The number of restricted share units issued by the Issuer to the Reporting Person was calculated based on $37.99, which represents the mean of the highest and lowest sales prices per share of the Issuer's Class A common stock on the Nasdaq Exchange on the date of issuance. |
(3) | The award generally vests on March 14, 2021 at which point the units will be converted to an equal number of shares of the Company's common stock. Upon the vesting of this award of restricted share units, the reporting person deferred the receipt of the Class A common stock underlying the award subject to a timely deferral election, unless such deferral election is timely modified or revoked pursuant to its terms. |
(4) | Each Deferred Stock Unit ("DSU") is the economic equivalent of one share of Class A common stock. The DSUs become payable in common stock in accordance with a deferral election made by the reporting person or pursuant to the Issuer's Amended and Restated 2014 Director Fee Plan or 2019 Director Fee Plan as noted in Table II, Column I. A copy of such deferral election is on file with the Issuer. |
(5) | DSUs were issued by the Issuer to the Reporting Person pursuant to dividend equivalent rights issued in the following increments: 31 on 05/15/2018; 31 on 08/13/2018; 41 on 12/10/2018; 40 on 02/18/2019. |
(6) | DSUs were issued by the Issuer to the Reporting Person calculated based on the mean of the highest and lowest sale prices per share of the Issuer's Class A common stock on the date of issuance: 2,631 on 3/14/2019 at $37.99. |
Remarks: The Power of Attorney dated February 6, 2018 was filed on February 7, 2018, in Form 4, and is incorporated herein by reference. |