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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) | $ 14.5 | 03/29/2014 | A | 3,920 | (4) | 03/29/2024 | Common Stock | 3,920 | $ 0 | 3,920 | D | ||||
| Restricted Stock Units | (5) | 03/29/2014 | A | 2,040 | (6) | (6) | Common Stock | 2,040 | $ 0 | 2,040 | D | ||||
| Restricted Stock Units | (5) | 03/31/2014 | M | 2,920 | (7) | (7) | Common Stock | 2,920 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HACKETT PATRICK T 13500 EVENING CREEK DRIVE NORTH SAN DIEGO, CA 92128 |
X | |||
| /s/ Diane L. Thompson, as Attorney-in-Fact | 04/01/2014 | |
| **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 represents a contingent right to receive one share of the issuer's common stock. On March 31, 2014, 2,920 of the reporting person's restricted stock units were settled for an equal number of the issuer's common stock. |
| (2) | Shares held by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (and together with two affiliated partnerships, "WP VIII"). The reporting person is a Managing Director and Member of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and a partner of Warburg Pincus & Co., a New York general partnership ("WP"). WP is the managing member of Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners"), the general partner of WP VIII. WP VIII is managed by WP LLC. As a result, the reporting person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in an indeterminate portion of the securities that may be deemed to be beneficially owned by WP VIII, WP Partners, WP and WP LLC (collectively, the "Warburg Pincus Entities"). |
| (3) | The reporting person disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Hackett or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purposes. |
| (4) | Subject to the reporting person's continuing service, 100% of the shares subject to the option shall vest and become exercisable on March 29, 2015. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
| (6) | Subject to the reporting person's continuing service, 100% of the restricted stock units shall vest on March 29, 2015. Vested shares will be delivered to the reporting person on March 30, 2015. |
| (7) | 100% of the restricted stock units vested on March 29, 2014. Vested shares were delivered to the reporting person on March 31, 2014. |
| Remarks: Exhibit 24 - Power of Attorney | |