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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 | ||||||||
| Non Qualified Stock Options | $ 42.41 | 01/15/2016 | A | 2,787 (8) | 01/15/2017 | 01/15/2026 | Common Stock | 2,787 | $ 42.41 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Walsh Patrick 7755 CENTER AVENUE SUITE 300 HUNTINGTON BEACH, CA 92647 |
X | |||
| /s/Jake J. Guild, attorney-in-fact for Patrick D. Walsh | 01/19/2016 | |
| **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) | These units represent a restricted stock award vesting in three equal annual installments beginning on January 15, 2017. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| (2) | Represents securities owned directly by PW Partners Master Fund (QP) LP ("Master Fund QP"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Partners Capital Management LLC ("PW Capital Management"), the Investment Manager of Master Fund QP, and as the Managing Member and Chief Executive Officer of PW Partners, LLC ("PW Partners GP"), the General Partner of Master Fund QP, may be deemed to beneficially own the securities owned directly by Master Fund QP. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (3) | Represents securities held in an account (the "Separately Managed Account") separately managed by PW Capital Management. The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of the Separately Managed Account, may be deemed to beneficially own the securities held in the Separately Managed Account. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (4) | Represents securities owned directly by PW Partners Master Fund LP ("Master Fund"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Master Fund, and as the Managing Member and Chief Executive Officer of PW Partners GP, the General Partner of Master Fund, may be deemed to beneficially own the securities owned directly by Master Fund. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (5) | Represents securities owned directly by PW Partners Atlas Fund LP ("Atlas Fund I"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Atlas Fund I, and as the Managing Member and Chief Executive Officer of PW Partners Atlas Funds, LLC ("Atlas Fund GP"), the General Partner of Atlas Fund I, may be deemed to beneficially own the securities owned directly by Atlas Fund I. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (6) | Represents securities owned directly by PW Partners Atlas Fund III LP ("Atlas Fund III"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Atlas Fund III, and as the Managing Member and Chief Executive Officer of Atlas Fund GP, the General Partner of Atlas Fund III, may be deemed to beneficially own the securities owned directly by Atlas Fund III. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (7) | Represents securities owned directly by PW Partners Atlas Fund II LP ("Atlas Fund II"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Atlas Fund II, and as the Managing Member and Chief Executive Officer of Atlas Fund GP, the General Partner of Atlas Fund II, may be deemed to beneficially own the securities owned directly by Atlas Fund II. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (8) | The options vest 33 1/3% per year beginning on January 15, 2016. |