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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 | ||||||||
Stock Option - Right to Buy | $ 30.86 | 04/01/2016 | A | 150,000 | (3) | 04/01/2026 | Common Stock | 150,000 | $ 0 | 150,000 | D | ||||
Performance Shares Award | (4) | 04/01/2016 | A | 50,000 | (4) | 03/31/2020 | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
Performance Shares Award | (5) | 04/01/2016 | A | 39,567 | (5) | 01/03/2023 | Common Stock | 39,567 | $ 0 | 39,567 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Crowley Daniel J 899 CASSATT ROAD SUITE 210 BERWYN, PA 19312 |
X | President & CEO |
John B. Wright, II, POA for Daniel J. Crowley | 04/01/2016 | |
**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) | Time-based restricted stock award granted pursuant to NYSE employment inducement award exemption, subject to forfeiture if Reporting Person leaves employment prior to lapse of forfeiture restrictions, with certain exceptions. Lapse of forfeiture restrictions will occur on 25% of the award shares on each of the first four anniversaries of the date his employment commenced, January 4, 2016 (the "Start Date"). |
(2) | Time-based restricted stock award granted pursuant to NYSE employment inducement award exemption, subject to forfeiture if Reporting Person leaves employment prior to lapse of forfeiture restrictions, with certain exceptions. Lapse of forfeiture restrictions occurs on 1/3rd of the award shares on each of the fifth, sixth and seventh anniversaries of the Start Date. |
(3) | Stock option award vests in four equal installments on the first four anniversaries of the Start Date. |
(4) | Each restricted performance share represents the contingent right to receive the one (1) share of common stock, free of restrictions. The performance shares will vest and be earned in three installments on each of the second, third and fourth anniversaries of the Start Date, based on achievement of a compound annual TSR growth rate performance goal. The number of performance shares actually earned will depend upon the actual percentage achieved. |
(5) | Each restricted performance share represents the contingent right to receive the one (1) share of common stock, free of restrictions. The performance shares will vest and be earned in three installments on each of the fifth, sixth and seventh anniversaries of the Start Date, based on achievement of a compound annual TSR growth rate performance goal. The number of performance shares actually earned will depend upon the actual percentage achieved. |