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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) | $ 51 | 01/02/2016 | 01/01/2025 | Common Stock | 24,000 | 24,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 27.05 | 01/28/2015 | 01/27/2024 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 10.85 | (7) | 05/15/2023 | Common Stock | 60,000 | 60,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 218.4 | (8) | 01/10/2022 | Common Stock | 276 | 276 | D | ||||||||
| Stock Option (Right to Buy) | $ 490.8 | (8) | 04/27/2021 | Common Stock | 276 | 276 | D | ||||||||
| Stock Option (Right to Buy) | $ 1,149.6 | (8) | 02/02/2020 | Common Stock | 216 | 216 | D | ||||||||
| Stock Option (Right to Buy) | $ 508.8 | (8) | 10/07/2019 | Common Stock | 266 | 266 | D | ||||||||
| Stock Option (Right to Buy) | $ 735.6 | (8) | 01/25/2018 | Common Stock | 166 | 166 | D | ||||||||
| Stock Option (Right to Buy) | $ 735.6 | (8) | 07/14/2018 | Common Stock | 83 | 83 | D | ||||||||
| Stock Option (Right to Buy) | $ 626.4 | (8) | 04/18/2017 | Common Stock | 125 | 125 | D | ||||||||
| Stock Option (Right to Buy) | $ 392.4 | (8) | 03/01/2016 | Common Stock | 90 | 90 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHMERTZLER MICHAEL 1300 VALLEY ROAD NEW CANAAN, CT 06840 |
X | |||
| /s/ Colleen Diver Johnson, attorney-in-fact | 05/11/2015 | |
| **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 26,766 shares of common stock of the Issuer ("common stock") directly held by the reporting person. |
| (2) | Represents final distributions in kind, without consideration to the applicable limited partners, of common stock of the Issuer effected by Credit Suisse First Boston Equity Partners (Bermuda), L.P. (879,798 shares) and Credit Suisse First Boston Equity Partners, L.P. (245,924 shares). The shares of common stock distributed were initially received by these funds upon the automatic conversion of preferred stock at the time of the Issuer's initial public offering in June 2013. The reporting person is a managing director of Aries Advisors, LLC, the sub-advisor to Credit Suisse First Boston Equity Partners, L.P. The reporting person disclaims beneficial ownership of the distributed shares of common stock except to the extent of his pecuniary interest therein. |
| (3) | Consists of (i) 3,487 shares of common stock held by EMA Private Equity Fund 1999 LP; (ii) 848 shares of common stock held by Credit Suisse First Boston U S Executive Advisors LP; and (iii) 234 shares of common stock held by Credit Suisse First Boston Finders and Screeners LP. The reporting person disclaims beneficial ownership of the shares of common stock held by these entities. |
| (4) | Represents dispositions pursuant to Rule 144 of 848 shares of common stock at a weighted average price of $55.6807 per share by Credit Suisse First Boston U S Executive Advisors LP. Although included in the reporting person's prior ownership reports, the reporting person disclaims beneficial ownership of the disposed securities. |
| (5) | Consists of (i) 3,487 shares of common stock held by EMA Private Equity Fund 1999 LP; and (ii) 234 shares of common stock held by Credit Suisse First Boston Finders and Screeners LP. The reporting person disclaims beneficial ownership of the shares of common stock held by these entities. |
| (6) | Represents shares of common stock held by Section Six Partners, L.P. The reporting person is a general and limited partner of, and trustee of certain family trusts holding interests in, Section Six Partners, L.P. The reporting person disclaims beneficial ownership of the shares of common stock held by Section Six Partners, L.P. except to the extent of his pecuniary interest therein. |
| (7) | This option was granted on May 15, 2013 and vests over three years, with 8.33% of the shares underlying the option vested on August 15, 2013 and an additional 8.33% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter. |
| (8) | Currently exercisable. |