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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) | $ 13.87 | 06/05/2015 | A | 56,250 | (1) | 06/05/2020 | Common Stock | 56,250 | $ 0 | 56,250 | D | ||||
Stock Option (right to buy) (2) | $ 13.87 | 06/05/2015 | A | 243,750 (3) | (4) | 06/05/2020 | Common Stock | 243,750 | $ 0 | 300,000 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sampson L Heath 9135 S RIDGELINE BLVD STE 200 HIGHLANDS RANCH, CO 80129 |
X | President & CEO |
/s/ Christine B. Amrhein, by power of attorney | 06/09/2015 | |
**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) | Date exercisable is June 5, 2015 because the Stock Option is fully vested upon issuance. |
(2) | The Stock Option to purchase 243,750 shares of the Issuer's common stock is contingent upon approval of Amendment No. 4 to the Issuer's Amended and Restated 2007 Equity Incentive Plan, as amended (the "2007 Plan") by the Issuer's stockholders ("Plan Approval") and therefore is not yet required to be reported for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"). If Plan Approval is not obtained on or before June 5, 2017, the reporting person would become entitled to exercise, in exchange for the Stock Option, 243,750 Stock Appreciation Rights that are subject to the same vesting schedule as the Stock Option and settled in cash based upon the appreciation, if any, of the Issuer's common stock on the day of exercise versus the day of grant. In no event will the reporting person be vested in both the Stock Option and the Stock Appreciation Rights. |
(3) | The Stock Option to purchase 243,750 shares of the Issuer's common stock is contingent upon Plan Approval and therefore is not yet deemed "acquired" or "Beneficially Owned" for purposes of Section 16 of the Act. |
(4) | Subject to Plan Approval, the Stock Option will vest in three tranches beginning on the date of Plan Approval with respect to 43,750 of the underlying shares, December 5, 2016 with respect to 100,000 of the underlying shares, and June 5, 2018 with respect to the remaining 100,000 underlying shares, or earlier based on the achievement of certain pre-established performance goals, subject to the reporting person's continuous service with the Company or its related entities through the respective vesting date, unless the Stock Option vests sooner pursuant to the respective Stock Option Award Agreement between the Issuer and the reporting person, Section 11 of the 2007 Plan or the reporting person's employment agreement with the Issuer. |