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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 | ||||||||
Stock options (rt to buy) | $ 45.88 | 08/17/2007 | D(3) | 20,000 | (4) | (4) | Common stock | 20,000 | $ 16.12 (3) | 0 | D | ||||
Stock options (rt to buy) | $ 46.38 | 08/17/2007 | D(3) | 40,000 | (4) | (4) | Common Stock | 40,000 | $ 15.62 (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nickel Daniel 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
EVP, Corporate Operations |
Daniel Nickel | 08/22/2007 | |
**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) | On July 12, 2007, 7,416 shares of Issuer stock then held by Mr. Nickel was cancelled to pay taxes due in connection with the vesting, upon change of control of the Issuer, of restricted stock of the Issuer held by Mr. Nickel. |
(2) | Immediately prior to the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer, Mr. Nickel sold these shares to Wengen Alberta, Limited Partnership, the parent company of the Issuer, as of the effectiveness of the Merger. Immediately subsequent to the effectiveness of the merger Mr. Nickel was issued 135,076 shares of the Issuer. Based on post-merger capitalization of the Issuer, the 135,076 shares have a value to Mr. Nickel equivalent to the value of selling 10,000 shares at $62 per share. |
(3) | Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all vested and exercisable options to purchase shares of Issuer were cancelled in exchange for the holder's right to receive cash consideration for each option in an amount equal to the difference between $62 and the per option exercise price, which consideration will be paid to the holder on or before August 24, 2007. Upon change of control of the Issuer in July 2007, all options held by Mr. Nickel became vested and exercisable. |
(4) | Not applicable. Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding options of Issuer were cancelled. |