|
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 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 4.66 | 04/11/2019 | A | 695,652 | (1) | (2) | Common Stock, par value $0.01 per share | 695,652 | $ 0 | 695,652 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HAMMARLEY DAVID 218 W. 18TH STREET, 3RD FLOOR NEW YORK, NY 10011 |
Chief Financial Officer |
/s/ Nicholas M. Foley, as attorney-in-fact | 04/15/2019 | |
**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) | The options vest in equal installments on April 11, 2020, 2021 and 2022, provided that Mr. Hammarley remains in continuous employment with the Company through the applicable vesting date. |
(2) | Once vested, the options may be exercised prior to the earliest to occur of: (a) April 11, 2029, (b) the first anniversary of the date of Mr. Hammarley's termination of employment by the Company without cause, by Mr. Hammarley for good reason or due to his death or disability, (c) 90 days following the date of Mr. Hammarley's voluntary termination of employment other than for good reason, and (d) the close of business on the last business day immediately prior to the date of Mr. Hammarley's (i) termination of employment by the Company for cause or (ii) breach of any restrictive covenant set forth in any agreement or arrangement between Mr. Hammarley and the Company. |