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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 Option (Right to Buy) | $ 41.54 | 12/12/2014 | M | 24,185 | 01/22/2008(6) | 01/22/2018 | Common Stock | 24,185 | $ 0 | 23,432 | D | ||||
Stock Option (Right to Buy) | $ 41.54 | 12/12/2014 | M | 48,474 | 01/22/2008(6) | 01/22/2018 | Common Stock | 48,474 | $ 0 | 46,761 (7) | I | By Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CAFARO DEBRA A 353 N. CLARK STREET SUITE 3300 CHICAGO, IL 60654 |
X | Chairman and CEO |
Debra A. Cafaro, By: T. Richard Riney, Attorney-In-Fact | 12/15/2014 | |
**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 bona fide gift from Reporting Person to the Cafaro-Livingston Charitable Trust, a private charitable foundation (the "Charitable Trust"). Reporting Person is a co-trustee of the Charitable Trust and may be deemed to have shared voting and dispositive power over shares held by the Charitable Trust. |
(2) | On December 12, 2014, the Charitable Trust transmitted to the Securities and Exchange Commission (the "SEC") a Form 144 covering the sale of the Issuer's common stock reported in Table I. The price reported in column 4 is a weighted average price. These shares were sold by the Charitable Trust in multiple transactions at prices ranging from $74.760 to $74.803, inclusive. The Charitable Trust undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2). |
(3) | On December 12, 2014, the Reporting Person transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. The price reported in column 4 is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $75.00 to $75.16, inclusive. The Reporting Person undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3). |
(4) | On December 12, 2014, The Debra A. Cafaro Insurance Trust (the "Insurance Trust")(of which Reporting Person's spouse is the trustee) transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. The price reported in column 4 is a weighted average price. These shares were sold by the Insurance Trust in multiple transactions at prices ranging from $75.00 to $75.16, inclusive. The Insurance Trust undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4). |
(5) | Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares. |
(6) | These options were part of a previously reported grant of 428,560 on January 22, 2008 by the Issuer to the Reporting Person (a portion of which was subsequently gifted to the Insurance Trust) that vested in three equal annual installments beginning on January 22, 2008. |
(7) | As of December 12, 2014, Reporting Person owns directly and indirectly by trust options to purchase an aggregate of 1,144,487 shares of Issuer's common stock. |