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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 | (2) | 03/03/2016 | M | 1,875 (1) | (2) | (2) | Common Stock | 1,875 | $ 0 | 5,625 | D | ||||
| Restricted Stock Unit | (3) | 03/24/2016 | M | 5,247 (1) | (3) | (3) | Common Stock | 5,247 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ginn Scott G 5959 S. SHERWOOD FOREST BLVD. BATON ROUGE, LA 70816 |
See Remarks | |||
| /s/ Jennifer R. Guckert, pursuant to a power of attorney | 05/13/2016 | |
| **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) | This amendment is being filed to report the deemed disposition of performance-based Restricted Stock Units ("RSUs") in connection with the acquisition of the underlying common stock upon the vesting of the RSUs previously reported on a Form 4 filed on March 28, 2016. |
| (2) | Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs are subject to performance-based vesting and will vest, if at all, based (i) on the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal years 2015 through 2018, respectively, and (ii) additional time-based vesting conditions (1/3 at the end of the applicable performance period; 1/3 12 months thereafter and 1/3 24 months thereafter), assuming the Reporting Person remains continuously employed by the Issuer on each date, subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. The number of performance-based vesting RSUs listed in Table II, Column 9 represents the maximum number of shares of common stock the Reporting Person would receive based on the satisfaction of all of the remaining pre-determined performance conditions. |
| (3) | Each RSU represented a contingent right to receive one share of the Issuer's common stock with vesting conditions based on the Issuer's compound total shareholder return (TSR) over defined measurement periods. The number of shares of Issuer common stock earned upon the vesting of the RSUs was 8,396, which amount represents 160% of the number of RSUs reported in Column 5 of Table II of the Reporting Person's Form 4 filed on April 3, 2013. |
| Remarks: Principal Accounting Officer, SVP - Accounting and Controller | |