1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock
|
04/05/2011 |
Â
(1)
|
Class A Common Stock
|
15,087
|
$
(1)
|
D
|
Â
|
Employee Stock Option (Right to Buy)
|
Â
(2)
|
04/13/2021 |
Class A Common Stock
|
3,750
|
$
13
|
D
|
Â
|
Employee Stock Option (Right to Buy)
|
Â
(3)
|
04/13/2022 |
Class A Common Stock
|
3,750
|
$
11.18
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Shares of Class B Common Stock are convertible on a one-for-one basis at any time, at the option of the holder, into shares of Class A Common Stock and are automatically convertible on a one-for-one basis into shares of Class A Common Stock upon a sale or other disposition to any person other than (i) a person who obtained Class B Common Stock through a direct issuance by the Issuer or (ii) Onex Corporation, Onex Partners II LP or any controlled affiliate of Onex Corporation or Onex Partners II LP. The Class B Common Stock has no expiration date. |
(2) |
The options were granted on April 13, 2011. The options become vested as follows: 10% on the first anniversary of the grant date, an additional 20% on the second anniversary of the grant date, an additional 30% on the third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. Additionally, 50% of the vested shares subject to the options shall only be exercisable if, as of the trading date immediately preceding the applicable exercise date, the closing price of a share is at least 115% of the exercise price. All of the unvested shares subject to the options shall become vested upon a change of control of the Issuer. |
(3) |
The options were granted on April 13, 2012. The options become vested as follows: 10% on the first anniversary of the grant date, an additional 20% on the second anniversary of the grant date, an additional 30% on the third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. Additionally, 50% of the vested shares subject to the options shall only be exercisable if, as of the trading date immediately preceding the applicable exercise date, the closing price of a share is at least 115% of the exercise price. All of the unvested shares subject to the options shall become vested upon a change of control of the Issuer. |