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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 Option (right to buy) | $ 19.29 | 02/19/2008(1) | A | 49,007 | (5) | 02/15/2018 | Common Stock | 49,007 | $ 0 | 49,007 | D | ||||
Employee Option (right to buy) | $ 19.29 | 02/19/2008(1) | A | 68,422 | (5) | 02/15/2018 | Common Stock | 68,422 | $ 0 | 68,422 | I (4) | By Brother-Albert Chao (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Chao James 2801 POST OAK BLVD. SUITE 600 HOUSTON, TX 77056 |
X | X | Chairman |
James Chao by Julia Feng, POA | 02/21/2008 | |
**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 issuer approved the grant effective February 15, 2008. The reporting person was notified of the grant on February 19, 2008. |
(2) | The shares of restricted stock will vest on February 15, 2011. |
(3) | Even though reporting person and reporting person's mother share a household, reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(4) | Even though reporting person and reporting person's brother, Albert Chao, share a household, the reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(5) | The stock options are exercisable in three equal installments on February 15, 2009, 2010 and 2011. |
Remarks: 46,005,277 shares are held through TTWF LP, a Delaware limited partnership. Two trusts for the benefit of members of the Chao family, including the reporting person, are the managers of TTWFGP LLC, a Delaware limited liability company that is the general partner of TTWF LP. The limited partners of TTWF LP are five trusts, principally for the benefit of members of the Chao family, including the reporting person, and two corporations owned, indirectly or directly, by certain of these trusts and by other entities owned by members of the Chao family, including the reporting person. The reporting person shares investment and voting power with respect to the shares beneficially owned by TTWF LP. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |