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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 (1) | $ 0 | 03/13/2015 | A | 5,700 | 03/13/2015 | (1) | Common Stock | 5,700 | $ 0 | 5,700 | D | ||||
Restricted Stock Unit (1) | $ 0 (2) | 03/13/2015 | M | 5,700 | 03/13/2015 | (1) | Common Stock | 5,700 | $ 0 | 0 | D | ||||
Restricted Stock Units (3) | $ 0 | 03/17/2015 | A | 2,971 | (3) | (4) | Common Stock | 2,971 | $ 0 | 2,971 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NEWSOME MICHAEL J 2700 MILAN COURT BIRMINGHAM, AL 35211 |
X |
/s/ Michael J. Newsome | 03/19/2015 | |
**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) | Performance-based RSU award under Amended 2005 Equity Incentive Plan. Three year cliff vest from date of grant of 3/13/2012. Performance certified achieved by Issuer's Compensation Committee on 3/11/2015. Reporting person has met retirement eligibility; the units have converted to common stock. There is no expiration date. |
(2) | Each RSU is the economic equivalent of one share of Issuer's common stock. The reporting person has settled the RSUs for stock. |
(3) | Annual equity award to Directors under the 2012 Non-Employee Director Equity Plan (NEDEP). Under the NEDEP, Directors can choose form(s) of equity. Reporting person chose annual equity award in the form of restricted stock units to vest upon retirement from the Board of Directors. |
(4) | The Board of Directors of Issuer adopted an annual grant value to the Chairman of the Board of $150,000. Grant based on Issuer stock price at date of grant of $50.48. There is no expiration date. |