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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 | $ 0.0005 | 02/15/2007 | A | 15,480 (4) | (4) | (4) | Common Stock | 15,480 | $ 0 | 39,480 | D | ||||
Stock Appreciation Rights | $ 21.85 | 02/15/2007 | A | 29,273 | 02/15/2008(1) | 02/15/2014 | Common Stock | 29,273 | $ 0 | 29,273 | D | ||||
Restricted Stock Units | $ 0.0005 | 02/15/2007 | A | 3,432 | (2) | (2) | Common Stock | 3,432 | $ 0 | 3,432 | I (3) | By Spouse |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sondergaard Peter 56 TOP GALLANT RD P.O. BOX 10212 STAMFORD, CT 06904-2212 |
SVP, Research |
/s/ Kevin Feeney for Peter Sondergaard | 02/20/2007 | |
**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) | The stock appreciation right becomes exercisable in four substantially equal annual installments commencing on 2/15/2008. |
(2) | The Restricted Stock Unit vests in four substantially equal annual installments beginning on 2/15/2008. |
(3) | Mr. Sondergaard disclaims beneficial ownership of these RSUs. |
(4) | The RSUs reported represent an adjustment to a target number of RSUs previously awarded on March 15, 2006. The actual number finally awarded depended upon the achievement of certain 2006 performance criteria set by the Compensation Committee. On February 15, 2007, the Committee finally determined the achievement of the 2006 performance criteria; accordingly, 164.5% of the target number of RSUs was the number of RSUs finally awarded. The number of RSUs reported on this filing represents the difference between the actual number finally awarded and the target number previously reported. The RSUs vest in four equal annual installments, beginning on May 15, 2007. |