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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 | ||||||||
| Non-Qualified Stock Options (Right to Buy) | $ 59.42 | 11/19/2018 | A(6) | 37,445 | 11/19/2019 | 11/19/2028 | Class A Common Stock | 37,445 | $ 59.42 | 37,445 | D | ||||
| Performance Shares | (7) | 11/19/2018 | A | 28,609.896 | (7) | (7) | Class A Common Stock | 28,609.896 | (7) | 28,609.896 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Oleksiuk Mary 400 S. JEFFERSON STREET CHICAGO, IL 60607 |
EVP & Chief HR Officer | |||
| /s/ R. Read Hudson by Power of Attorney for Mary Oleksiuk | 11/21/2018 | |
| **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 shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11. |
| (2) | Includes 10,411.81 shares of Class A Common Stock which vest on December 1, 2018 if the performance metric described in the applicable Stock Incentive Agreement (the "SIA") is achieved; 7,477.704 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable SIA is achieved; 25,166.026 shares of Class A Common Stock which vest on February 15, 2020 if the performance metric described in the applicable SIA is achieved; and 5,235.773 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved. |
| (3) | Represents shares of the Issuer's Class A Common Stock purchased for the Reporting Person's account under the Issuer's Employee Stock Purchase Plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16b-3. |
| (4) | Award of Class A Common Stock which vests on November 29, 2021 if the performance metric described in the applicable SIA is achieved. The performance metric is the achievement of a three year (fiscal 2019-2021) cumulative adjusted operating income target as set forth in the SIA. If the performance metric is not achieved, the award expires. |
| (5) | Includes 10,411.81 shares of Class A Common Stock which vest on December 1, 2018 if the performance metric described in the applicable SIA is achieved; 7,477.704 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable SIA is achieved; 25,166.026 shares of Class A Common Stock which vest on February 15, 2020 if the performance metric described in the applicable SIA is achieved; 5,235.773 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 7,152.474 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved. |
| (6) | The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant. |
| (7) | Award of performance Class A Common Stock which vests on November 29, 2021 if the performance metrics described in the SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2019-2021) cumulative operating income target and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2019-2021) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics are achieved, the award expires. |