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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 | ||||||||
Non-Qualified Stock Option (right to buy) (1) | $ 7.85 | 01/29/2009 | A | 98,495 | (2) | 01/29/2019 | Common Stock | 98,495 | $ 0 | 98,495 | D | ||||
Restricted Stock Units | (3) | 01/29/2009 | A | 14,862 | (4) | (4) | Common Stock | 14,862 | $ 0 | 30,070.5 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Laverty David A 2180 RUTHERFORD ROAD CARLSBAD, CA 92008 |
Senior VP, Operations |
/s/ Brian P. Lynch Attorney-in-Fact for David A. Laverty under a Limited Power of Attorney dated July 26, 2006. | 02/02/2009 | |
**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 transactions reported herein relate to the long-term incentive awards described in the Company's Current Report on Form 8-K dated January 20, 2009. With regard to the stock option grant reported herein, 35,155 shares of such stock option are subject to shareholder approval of additional shares authorized under the Company's 2004 Equity Incentive Plan. If shareholder approval is not obtained prior to exercise, then upon exercise the reporting person will receive, in lieu of shares, a lump sum cash payment equal to the aggregate difference between the exercise price and the closing price of the Company's common stock on the date of exercise for each option so exercised. |
(2) | This stock option is scheduled to vest as follows: 32,832 shares on 01/29/2010; 32,832 shares on 01/29/2011; and 32,831 shares on 01/29/2012. |
(3) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
(4) | The restricted stock units are scheduled to vest on 01/29/2012. |
(5) | The number of restricted stock units owned following the reported transaction includes 429.50 restricted stock units accrued as a result of dividend equivalent rights with respect to dividends paid by the Company. Of the total number of restricted stock units beneficially owned by the reporting person, 2,179.35 restricted stock units are scheduled to vest on January 16, 2010; 5,022.65 restricted stock units are scheduled to vest on August 22, 2010; 8,006.50 restricted stock units are scheduled to vest on January 14, 2011 and 14,862 restricted stock units are scheduled to vest on January 29, 2012. |