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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 1.86 | 04/19/2013(4) | 04/23/2022 | Common Stock | 30,000 | 30,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 6.25 | 03/15/2014(5) | 03/15/2023 | Common Stock | 13,755 | 13,755 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 2.12 | 09/01/2016 | A(1) | 129,028 | 09/01/2017(6) | 09/01/2026 | Common Stock | 129,028 | $ 0 | 129,028 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MICHIELUTTI PETER G 2400 XENIUM LANE NORTH PLYMOUTH, MN 55441 |
EVP, COO & CFO |
/s/Brook T. Nuernberg, Attorney-in-Fact | 09/06/2016 | |
**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) | For purposes of setting the exercise price of the non-qualified stock option ("NQSO") award and for calculating both the time-based restricted stock and NQSO awards granted on September 1, 2016, the Company used a price of $2.12 per share which represents the highest closing price on the NYSE during the 30 trading days preceding the date of grant. |
(2) | The reporting person was granted 17,688 shares of Common Stock pursuant to a Restricted Stock Agreement. The shares are subject to forfeiture and are scheduled to vest in three annual installments of 5,896 shares on each of September 1, 2017, September 1, 2018 and September 1, 2019. |
(3) | This number includes restricted stock awards. |
(4) | On April 23, 2012, the reporting person was granted an option to purchase 30,000 shares of the Company's Common Stock that becomes fully exercisable on April 19, 2013. The option is subject to accelerated vesting in the event the reporting person is terminated by the Company, other than for cause, and accelerated vesting on a pro rata basis in the event of his death or disability. |
(5) | On March 15, 2013, the reporting person was granted an option to purchase 13,755 shares of the Company's Common Stock. The option vests in three annual installments of 4,585 shares on each of March 15, 2014, March 15, 2015 and March 15, 2016. |
(6) | On September 1, 2016, the reporting person was granted an option to purchase 129,028 shares of the Company's Common Stock. The option vests in three annual installments of 43,010 shares on September 1, 2017, 43,009 shares on September 1, 2018 and 43,009 shares on September 1, 2019. |