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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 Unit | (4) | 05/09/2018 | A | 36,000 | (5) | (5) | Common Stock | 36,000 | $ 0 | 36,000 | D | ||||
| Restricted Stock Unit | (1) | 02/26/2019 | M | 7,200 | (5) | (5) | Common Stock | 7,200 | $ 0 | 28,800 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MARR JOHN S JR 370 US ROUTE 1 PALMOUTH, ME 04105 |
X | Executive Chairman | ||
| John S. Marr, Jr. | 02/28/2019 | |
| **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) | Restricted stock units convert into common stock on a one-for-one basis. |
| (2) | Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 229,130 shares owned directly; (b) 15,500 shares owned indirectly, which are held in a descendant's trust in which Mr. Marr is deemed to have shared voting and/or dispositive power; and (c) 59,500 shares owned indirectly, which are held in a partnership in which Mr. Marr is the general partner (the partnership is owned 99% by a trust in which Mr. Marr's children are the beneficiaries and 1% by the general partner). The reporting person disclaims beneficial ownership of the securities identified as owned indirectly except to the extent of his pecuniary interest therein. |
| (3) | Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 226,403 shares owned directly; (b) 15,500 shares owned indirectly, which are held in a descendant's trust in which Mr. Marr is deemed to have shared voting and/or dispositive power; and (c) 59,500 shares owned indirectly, which are held in a partnership in which Mr. Marr is the general partner (the partnership is owned 99% by a trust in which Mr. Marr's children are the beneficiaries and 1% by the general partner). The reporting person disclaims beneficial ownership of the securities identified as owned indirectly except to the extent of this pecuniary interest therein. |
| (4) | Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock. |
| (5) | On May 9, 2018, the reporting person was granted 36,000 restricted stock units, which vest in equal installments on the first, second, third, fourth and fifth anniversaries of the vesting commencement date of February 26, 2018m and which will be settled by the Issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's 2018 Stock Incentive Plan. (The grant was disclosed in the Issuer's Current Report on Form 8-K filed with the Commission on March 9, 2018 and in the Issuer's 2018 Proxy Statement, contingent upon the stockholders' adoption of the 2018 Stock Incentive Plan, which occurred on May 9, 2018.) |