|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) | $ 17.1 | 03/08/2019 | A | 500,000 | (1)(2) | 01/19/2028(3) | Common Stock, par value $0.01 per share (4) | 500,000 | $ 0 | 500,000 | D | ||||
| Stock Option (right to buy) | $ 17.1 | 03/08/2019 | A | 75,000 | (1)(2) | 01/23/2028(3) | Common Stock, par value $0.01 per share (4) | 75,000 | $ 0 | 75,000 | D | ||||
| Stock Option (right to buy) | $ 18.5 | 03/08/2019 | A | 2,551 | (1)(2) | 08/23/2028(3) | Common Stock, par value $0.01 per share (4) | 2,551 | $ 0 | 2,551 | D | ||||
| Stock Option (right to buy) | $ 18.45 | 03/08/2019 | A | 236 | (1)(2) | 08/24/2028(3) | Common Stock, par value $0.01 per share (4) | 236 | $ 0 | 236 | D | ||||
| Stock Option (right to buy) | $ 18.54 | 03/08/2019 | A | 5,000 | (1)(2) | 08/31/2028(3) | Common Stock, par value $0.01 per share (4) | 5,000 | $ 0 | 5,000 | D | ||||
| Stock Option (right to buy) | $ 18.57 | 03/08/2019 | A | 2,046 | (1)(2) | 09/06/2028(3) | Common Stock, par value $0.01 per share (4) | 2,046 | $ 0 | 2,046 | D | ||||
| Stock Option (right to buy) | $ 17.32 | 03/08/2019 | A | 500,000 | (1)(2) | 11/05/2028(3) | Common Stock, par value $0.01 per share (4) | 500,000 | $ 0 | 500,000 | D | ||||
| Stock Option (right to buy) | $ 17.32 | 03/08/2019 | A | 75,000 | (1)(2) | 11/08/2028(3) | Common Stock, par value $0.01 per share (4) | 75,000 | $ 0 | 75,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Nierenberg Michael 1345 AVENUE OF THE AMERICAS, 45 FL NEW YORK, NY 10105 |
X | Chairman, CEO & President | ||
| /s/ Cameron MacDougall, as Attorney-in-Fact | 03/11/2019 | |
| **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) | Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's manager (or an affiliate of the Company's manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the manager being cancelled. Upon the grant of options to the manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the "Total Exercisability Period") in equal monthly installments beginning on the first of each month following the month in which the options were granted. (Continued in Footnote 2) |
| (2) | When tandem awards are granted with respect to manager options, the manager options become exercisable in equal monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of manager options not subject to corresponding tandem options to the total number of manager options (including manager options underlying such tandem awards subject to corresponding tandem options) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in generally equal monthly installments on the first of each month over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period. |
| (3) | Represents the expiration date of the related manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option. |
| (4) | Tandem awards will be settled in an amount of cash equal to the excess of the fair market value of a share of our common stock on the date of exercise over the fair market value on the date of grant, unless advance approval is given by the Board of Directors or an officer of the Company, as applicable, to settle the tandem awards in shares. |