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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 Units | $ 22 | 07/06/2007 | D | 18,715.62 | (1) | (1) | Common Stock | 18,715.62 (2) | $ 22 (3) | 0 | D | ||||
Stock Option (right to buy) | $ 10.48 | 07/06/2007 | D | 5,726 | (4) | 03/13/2013 | Common Stock | 5,726 | $ 11.52 (5) (6) | 0 | D | ||||
Stock Option (right to buy) | $ 14.65 | 07/06/2007 | D | 4,096 | (4) | 02/21/2010 | Common Stock | 4,096 | $ 7.35 (6) (7) | 0 | D | ||||
Stock Option (right to buy) | $ 15.37 | 07/06/2007 | D | 3,904 | (4) | 03/18/2012 | Common Stock | 3,904 | $ 6.63 (6) (8) | 0 | D | ||||
Stock Option (right to buy) | $ 17.6403 | 07/06/2007 | D | 3,401 | (4) | 02/22/2009 | Common Stock | 3,401 | $ 4.3597 (6) (9) | 0 | D | ||||
Stock Option (right to buy) | $ 18.2272 | 07/06/2007 | D | 3,291 | (4) | 02/23/2008 | Common Stock | 3,291 | $ 3.7728 (6) (10) | 0 | D | ||||
Stock Option (right to buy) | $ 19.55 | 07/06/2007 | D | 3,150 | (4) | 02/26/2011 | Common Stock | 3,150 | $ 2.45 (6) (11) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILDS DAVID M 100 MISSION RIDGE GOODLETTSVILLE, TN 37072 |
X |
/s/ Susan S. Lanigan, by Power of Attorney | 07/10/2007 | |
**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) | Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable. |
(2) | Includes 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008. |
(3) | The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a one-for-one basis. |
(4) | Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable. |
(5) | This option, granted March 13, 2003 and vested March 13, 2004, was cancelled in the merger in exchange for a cash payment of $65,963.52, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
(6) | The price of the option is the difference between the $22 per share merger consideration and the exercise price. |
(7) | This option, granted February 21, 2000 and vested February 21, 2001, was cancelled in the merger in exchange for a cash payment of $30,105.60, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
(8) | This option, granted March 18, 2002 and vested March 18, 2003, was cancelled in the merger in exchange for a cash payment of $25,883.52, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
(9) | This option, granted for February 22, 1999 and vested February 22, 2000, was cancelled in the merger in exchange for a cash payment of $14,827.34, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
(10) | This option, granted February 23, 1998 and vested on February 23, 1999, was cancelled in the merger in exchange for a cash payment of $12,416.28, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
(11) | This option, granted February 26, 2001 and vested February 26, 2002, was cancelled in the merger in exchange for a cash payment of $7,717.50, representing the difference between the exercise price of the option and the $22 per share merger consideration. |