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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 | ||||||||
| Leveraged Restricted Stock Units | (1) | 03/01/2018 | M | 2,221 (1) | (1) | 03/01/2020 | Common Stock | 2,203 (1) | $ 0 | 4,444 | D | ||||
| Leveraged Restricted Stock Units | (2) | 03/01/2018 | M | 2,447 (2) | (2) | 03/01/2019 | Common Stock | 3,061 (2) | $ 0 | 2,447 | D | ||||
| Leveraged Restricted Stock Units | (4) | 03/01/2018 | A | 5,977 (4) | (4) | 03/01/2021 | Common Stock | 5,977 (4) | $ 0 | 5,977 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PEIREZ JOSHUA L 103 JFK PARKWAY SHORT HILLS, NJ 07078 |
President & COO | |||
| /s/ Kristin R. Kaldor for Joshua L. Peirez by POA previously filed | 03/05/2018 | |
| **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) | Represents the vesting and payout of the first tranche (1/3) of the leveraged restricted stock units (6,665) granted on March 1, 2017 at 99.2% of target based on the issuer's stock price performance during the performance period from 1/1/2017 - 12/31/2017. |
| (2) | Represents the vesting and payout of the second tranche (1/3) of the leveraged restricted stock units (7,340) granted on March 1, 2016 at 125.1% of target based on the issuer's stock performance during the performance period from 1/1/2016 - 12/31/2017 and includes 614 additional shares above the target number of shares originally reported. |
| (3) | To satisfy tax withholding obligations relating to the vesting of shares of Common Stock previously awarded, shares were withheld from the vested amount. |
| (4) | Each performance share represents a contingent right for the reporting person to receive, on each of the first, second and third anniversaries of the date of the grant, a distribution of common stock equal to 0% to 200% of 1/3 of the reported target performance shares based on the issuer's stock price performance during the designated performance periods, as follows: the first distribution is tied to the issuer's one-year stock price performance (1/1/2018 to 12/31/2018); the second distribution is tied to the issuer's two-year stock price performance (1/1/2018 to 12/31/2019); and the third distribution is tied to the issuer's three-year stock price performance (1/1/2018 to 12/31/2020). |