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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 | ||||||||
Class B Common Stock, $.01 par value | (6) | 11/27/2012 | C | 11,073 | (6) | (6) | Class A Common Stock, $.01par value | 11,073 | $ 0 (6) | 87,602 (6) | I | By Grantor Retained Annuity Trust (2) | |||
Class B Common Stock, $.01 par value | (6) | 11/27/2012 | G | V | 33,219 | (6) | (6) | Class A Common Stock, $.01 par value | 33,219 | $ 0 (6) | 0 (7) | I | By Grantor Retained Annuity Trust (2) | ||
Class B Common Stock, $.01 par value | (6) | 11/27/2012 | G | V | 4,000 | (6) | (6) | Class A Common Stock, $.01 par value | 4,000 | $ 0 (6) | 1,175,246 (6) (7) | D | |||
Class B Common Stock, $.01 par value | (6) | 11/27/2012 | G | V | 4,000 | (6) | (6) | Class A Common Stock, $.01 par value | 4,000 | $ 0 (6) | 9,748 (6) | I (5) | By wife (5) | ||
Class B Common Stock, $.01 par value | (6) | 11/28/2012 | C | 3,000 | (6) | (6) | Class A Common Stock, $.01 par value | 3,000 | $ 0 (6) | 1,172,246 (6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH, CT 06830 |
X |
Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III | 11/29/2012 | |
**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) | These shares were received upon conversion of Class B Common Stock held by a Grantor Retained Annuity Trust ("GRAT") upon the expiration of the GRAT term. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. |
(2) | These shares were previously reported as held in the GRAT, of which Mr. Fuller was the trustee. Mr. Fuller's term as trustee of the GRAT expired upon the expiration of the GRAT term. Accordingly, Mr. Fuller no longer has an indirect beneficial ownership interest in the securities held by the GRAT. |
(3) | Reflects a transfer of 11,073 shares of Class A Common Stock by the GRAT to a trust for the benefit of one of the beneficiaries of the GRAT upon expiration of the GRAT term. |
(4) | These shares were received upon conversion of Class B Common Stock held by Mr. Fuller. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. |
(5) | These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares. |
(6) | This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock. |
(7) | Reflects a transfer of 33,219 shares of Class B Common Stock by the GRAT to three separate trusts for the benefit of three separate beneficiaries of the GRAT upon expiration of the GRAT term. Also reflects a transfer of 54,383 shares of Class B Common Stock by the GRAT to the direct holdings of Mr. Fuller upon expiration of the GRAT term. |