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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 | ||||||||
| Restricted Stock Units | $ 0 | 11/25/2014 | A(2) | 42 (2) | (2) | (2) | Common Stock | 42 (2) | $ 0 | 1,304 (2) | D | ||||
| Restricted Stock Units | $ 0 | 11/25/2014 | A(3) | 42 (3) | (3) | (3) | Common Stock | 42 (3) | $ 0 | 1,292 (3) | D | ||||
| Restricted Stock Units | $ 0 | 11/25/2014 | A(4) | 42 (4) | (4) | (4) | Common Stock | 42 (4) | $ 0 | 1,293 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LYONS IRVING F III ONE LAGOON DRIVE 4TH FLOOR REDWOOD CITY, CA 94065 |
X | |||
| Darrin B. Short, Attorney-in-Fact | 11/26/2014 | |
| **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) | This report reflects shares received by the Reporting Person as a result of the Reporting Person's receipt of his pro rata portion of a special distribution declared by the Board of Directors of the Company on October 16, 2014 and paid on November 25, 2014 (the "Special Distribution"). |
| (2) | Reflects 42 additional unvested Restricted Stock Units ("RSUs") allocated on November 25, 2014 in connection with the special distribution and associated with the previously reported RSU grant received by the Reporting Person on June 5, 2012. The RSUs shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) if the Reporting Person does not stand for re-election as a director of the Company, the date of the regular meeting of the Company's stockholders held in the calendar year subsequent to the grant date; provided that, in either case, the Reporting Person remains in continuous service through such vesting date. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person thirty days after the Reporting Person's separation from service or earlier in the event the Company is subject to a change in control event or in the event of the Reporting Person's death. |
| (3) | Reflects 42 additional unvested Restricted Stock Units ("RSUs") allocated on November 25, 2014 in connection with the special distribution and associated with the previously reported RSU grant received by the Reporting Person on June 5, 2013. The RSUs shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) if the Reporting Person does not stand for re-election as a director of the Company, the date of the regular meeting of the Company's stockholders held in the calendar year subsequent to the grant date; provided that, in either case, the Reporting Person remains in continuous service through such vesting date. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person thirty days after the Reporting Person's separation from service or earlier in the event the Company is subject to a change in control event or in the event of the Reporting Person's death. |
| (4) | Reflects 42 additional unvested Restricted Stock Units ("RSUs") allocated on November 25, 2014 in connection with the special distribution and associated with the previously reported RSU grant received by the Reporting Person on June 4, 2014. The RSUs shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) if the Reporting Person does not stand for re-election as a director of the Company, the date of the regular meeting of the Company's stockholders held in the calendar year subsequent to the grant date; provided that, in either case, the Reporting Person remains in continuous service through such vesting date. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person thirty days after the Reporting Person's separation from service or earlier in the event the Company is subject to a change in control event or in the event of the Reporting Person's death. |