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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 | ||||||||
Employee Stock Option (Right-to-buy) | $ 0 (1) | 10/09/2013(1) | A | 0 (1) | (1) | (1) | Common Stock | 0 (1) | $ 0 (1) | 0 (1) | D | ||||
Restricted Stock Units | $ 0 (2) | 10/09/2013(2) | A | 0 (2) | (2) | (2) | Common Stock | 0 (2) | $ 0 (2) | 0 (2) | D | ||||
Restricted Stock Units | $ 0 (3) | 10/09/2013(3) | A | 0 (3) | (3) | (3) | Common Stock | 0 (3) | $ 0 (3) | 0 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BEER JAMES A ONE POST STREET SAN FRANCISCO, CA 94104 |
EVP & Chief Financial Officer |
Donna Spinola, Attorney-in-fact | 10/10/2013 | |
**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) | In accordance with an offer letter, effective October 9, 2013 (the "Hire Date") Mr. Beer became entitled to receive an option award to purchase shares of the Company's common stock valued at $1,270,000 on the date the trading window for directors and executive officers of the Company is opened. The number of options to be received by Mr. Beer shall be determined by dividing the award value by a Black-Scholes value based on the closing price of the Company's stock on the date of grant. The option award shall vest 25% per year from the Hire Date, assuming continued employment through the vesting date. |
(2) | In accordance with an offer letter, effective the Hire Date Mr. Beer became entitled to receive a new hire grant of restricted stock units ("RSUs") valued at $5,500,000 on the date the trading window for directors and executive officers of the Company is opened. The number of RSUs to be received by Mr. Beer shall be determined by dividing the award value by the closing price of the Company's stock on the date of the RSU grant. The RSU grant shall (a) represent the contingent right to receive shares of the Company's common stock valued at $5,500,000, and (b) vest 50% on each of June 1, 2014 and June 1, 2015, assuming continued employment through the vesting date. |
(3) | In accordance with an offer letter, effective the Hire Date Mr. Beer became entitled to receive a special grant of RSUs valued at $1,000,000 on the date the trading window for directors and executive officers of the Company is opened. The number of RSUs to be received by Mr. Beer shall be determined by dividing the award value by the closing price of the Company's stock on the date of the RSU grant. The RSU grant shall (a) represent the contingent right to receive shares of the Company's common stock valued at $1,000,000, and (b) vest 100% on the third anniversary of the Hire Date, assuming continued employment through the vesting date. |