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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 | ||||||||
Restricted Stock Units | (1) | 02/14/2019 | M | 2,766 | 02/14/2019 | 02/14/2019 | Common Stock | 2,766 | (1) | 0 | D | ||||
Restricted Stock Units | (4) | 02/14/2019 | A | 3,048 | (5) | (5) | Common Stock | 3,048 | $ 0 | 3,048 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Smith David Joseph 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA 15222 |
SVP, Human Resources |
/s/ Patrick J. OMalley as Attorney-in-Fact for David J. Smith | 02/19/2019 | |
**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) | Each Restricted Stock Unit was a confirmed performance award under the 2017 Value Driver Award Program (2017 VDA) representing a contingent right to receive in cash the economic equivalent of one share of Company common stock. On February 14, 2019, the Restricted Stock Units vested and were paid out in cash based on the closing price of Company common stock on December 31, 2018. |
(2) | On February 14, 2019, performance awards under the Company's 2016 Incentive Performance Share Unit Program (2016 IPSUP) vested and were paid out in common stock. |
(3) | The Company, consistent with its practice, withheld shares to satisfy the tax liability associated with the vesting and payout of awards under the 2016 IPSUP. |
(4) | Each Restricted Stock Unit is a confirmed performance award under the Company's 2018 Value Driver Award Program (2018 VDA) and represents a contingent right to receive in cash the economic equivalent of one share of Company common stock. |
(5) | The Restricted Stock Units will vest and be paid out in cash during the first quarter of 2020 provided that the recipient is employed by the Company on the date that the payment is made. |