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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 | ||||||||
Restricted Stock Unit | (3) | 12/01/2010 | M | 2,068 | 12/01/2010(4) | (5) | Common Stock | 2,068 | $ 0 | 6,201 | D | ||||
Restricted Stock Unit | (3) | 12/01/2010 | M | 1,902 | 12/01/2010(4) | (5) | Common Stock | 1,902 | $ 0 | 1,902 | D | ||||
Restricted Stock Unit | (3) | 12/01/2010 | M | 1,902 | 12/01/2010(4) | (5) | Common Stock | 1,902 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BATCHELDER DAVID H 12400 HIGH BLUFF DRIVE #600 SAN DIEGO, CA 92130 |
X |
/s/ Christina Hall, under a Confirming Statement | 12/03/2010 | |
**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) | Effective June 14, 2010, September 1, 2010, and December 1, 2010, Mr. Batchelder does not have dispository or voting authority, or otherwise have a beneficial interest in, 21,187, 373,544, and 242,784 shares, respectively, of the Issuer's common stock as a result of distributions of shares that were held by certain of the affiliated entities of Relational Investors, LLC ("RILLC") listed below. |
(2) | Mr. Batchelder is a Principal of RILLC. RILLC is the record owner of 200 shares and sole general partner, or sole managing member of the general partner, of Relational Investors L.P., Relational Fund Partners, L.P., Relational Coast Partners, L.P., RH Fund 1, L.P., RH Fund 6, L.P., Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors, X, L.P., Relational Investors, XV, L.P., Relational Investors XVI, L.P., Relational Investors XX, L.P., Relational Investors XXII, L.P., Relational Investors XXIII, L.P. and Relational Investors Alpha Fund I, L.P. These Limited Partnerships own a total of 9,579,972 shares. An additional 2,358,696 shares are held in accounts managed by RILLC. Mr. Batchelder disclaims beneficiary ownership of these securities to the extent of his pecuniary interest therein. |
(3) | 1-for-1 |
(4) | Represents vesting date for Restricted Stock Units. |
(5) | Restricted Stock Units have no expiration date; they either vest or are canceled prior to vest date. |