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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADKERSON RICHARD C ONE NORTH CENTRAL AVENUE PHOENIX, AZ 85004 |
President and CEO |
Kelly C. Simoneaux, on behalf of Richard C. Adkerson pursuant to a power of attorney | 01/30/2008 | |
**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) | Represents a grant of Common Stock Restricted Stock Units received as part of the Reporting Person's annual incentive bonus. |
(2) | Represents a grant of Common Stock Restricted Stock Units received pursuant to the Reporting Person's election to receive all of his annual cash bonus in restricted stock units. |
(3) | Represents a grant of Common Stock Restricted Stock Units received by the Reporting Person in connection with the execution of an employment agreement with the Issuer effective January 29, 2008. |
(4) | Based on plan statement as of December 31, 2007. |
(5) | Shares withheld to cover the taxes due upon the vesting of 40,000 Common Stock Restricted Stock Units. |
Remarks: Since the date of the Reporting Person's last Form 4, he has transferred ownership of 297,219.5 shares of Common Stock held directly, 529 shares of Common Stock held indirectly through his IRA, and 50% of the shares of Common Stock held indirectly through the 401(k) plan to his former spouse. The Reporting Person no longer reports these shares as beneficially owned. Following the reported transactions, the Reporting Person's direct beneficial ownership includes options to acquire a total of 2,000,000 shares of Common Stock, all of which are unvested, and a total of 1,346,255 Common Stock Restricted Stock Units. The Reporting Person has transferred the economic value of 250,000 of such options and 112,202 of such Common Stock Restricted Stock Units to his former spouse, and thus disclaims beneficial ownership of such options and restricted stock units. |