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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 | ||||||||
| Performance Restricted Stock Units | $ 0 (4) | 05/19/2015 | A | 8,930 (4) | (5) | (5) | AXLL Common Stock | 8,930 (4) | $ 0 | 8,930 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Mann Timothy JR 1000 ABERNATHY ROAD, SUITE 1200 ATLANTA, GA 30328 |
EVP, Gen. Counsel & Secretary | |||
| /s/ Timothy Mann, Jr. | 05/21/2015 | |
| **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) | Payment of tax liability by delivering or withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3. |
| (2) | These restricted stock units are expected to vest in three equal installments on each of the first, second and third anniversaries of the grant date, which is May 19, 2015, subject to the terms of the restricted stock unit agreement between the issuer and the reporting person. |
| (3) | Vesting of one-half of performance restricted stock units granted to the reporting person on May 20, 2013, for which the Company's achievement of synergies is the performance restriction. |
| (4) | Shares of Company common stock may be issued to the reporting person upon the vesting of the performance restricted stock units, also referred to as "PRSUs." The number of shares of Company common stock shown is the award at the "target" performance level. The actual number of shares of common stock that may be issued to the reporting person upon vesting ranges from a minimum of zero to a maximum of 17,860 shares, and depends on the relative total shareholder return, or "TSR," for the Company as compared to a company in a peer group that achieves the median TSR performance for the peer group. The TSR for the Company and each company in the peer group will be calculated based on annual growth rate over a three-year performance period, from the volume weighted average trading price for each company's common stock for sixty consecutive trading days prior to the PRSU grant date to the sixty consecutive trading days prior to the end of the third anniversary of the grant date. |
| (5) | The PRSUs are expected to vest on the third anniversary of the grant date. The expiration date of the award of this grant is the same date as the vesting date. |