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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 | ||||||||
7.25% Tangible Equity Units | (1) | 05/27/2011 | P | 560 | (1) | (1) | Common Stock | 2,409 (2) | $ 18.1 | 560 | D | ||||
7 1/2% Mandatory Convertible Subordinated Notes due 2013 | (3) | 05/27/2011 | P | 467 | (3) | (3) | Common Stock | 2,538 (4) | $ 22 | 467 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Salomon Robert L. 1000 ABERNATHY RD SUITE 1200 ATLANTA, GA 30328 |
SVP, Chief Accounting Officer |
/s/ Robert L. Salomon | 05/27/2011 | |
**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) | Tangible Equity Units ("TEUs") include a prepaid stock purchase contract that will be automatically settled on August 15, 2013; provided, however, that Mr. Salomon may elect to settle the prepaid stock purchase contracts at any time prior to the automatic settlement date. |
(2) | Represents maximum number of shares of common stock to be issued upon settlement of the stock purchase contracts included with the TEUs. The number of shares issuable upon automatic settlement is based on the market value of the common stock as of the automatic settlement date and will be between 3.5126 shares per TEU to 4.3029 shares per TEU. Stock purchase contracts settled prior to August 15, 2013 will be settled at a rate of 3.5126 shares per TEU. |
(3) | 7 1/2% Mandatory Convertible Subordinated Notes due 2013 ("Convertible Notes") will automatcially convert into shares of common stock on January 15, 2013 (the "stated maturity date"); provided, however, that Mr. Salomon may elect to convert the Convertible Notes at any time prior to the stated maturity date. |
(4) | Represents maximum number of shares of common stock to be issued upon settlement of the Convertible Notes. The number of shares issuable on the stated maturity date is based on the applicable market value of the common stock on such date and will be between 4.4547 shares per $25 principal amount converted and 5.4348 shares per $25 principal amount converted, subject to adjustment in certain circumstances. Convertible Notes converted at Mr. Salomon's election prior to the stated maturity date will be converted at a rate of 4.4547 shares per $25 principal amount, subject to adjustment in certain circumstances. |