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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 to purchase Common Stock | $ 50.3 | 04/12/2019 | A | 40,000 (2) | 04/12/2020 | 04/12/2029 | Common Stock | 40,000 | $ 0 | 255,000 (3) (4) | D | ||||
| Performance-Based Restricted Stock Units | $ 0 | 04/12/2019 | A | 10,000 (5) | (6) | (6) | Common Stock | 10,000 | $ 0 | 20,000 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BOSSELMANN RAINER H 16715 THURSTON ROAD DICKERSON, MD 20842 |
X | Chairman of the Board & CEO | ||
| /s/ Rainer H. Bosselmann | 04/15/2019 | |
| **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) | 2,241 shares are held by Rainer and Beverley Bosselmann, as joint tenants, and the remaining shares are held by Rainer Bosselmann. |
| (2) | On April 12, 2019, the Reporting Person received 10-year options to purchase 40,000 shares of the Issuer's common stock with an exercise price of $ 50.30 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 4/12/2020. |
| (3) | As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 25,000 shares of common stock at a price of $16.37 per share with Date Exercisable of 03/07/2014 and Expiration Date of 03/07/2023; (b) options to acquire 50,000 shares of common stock at a price of $32.68 with Date Exercisable of 04/16/2016 and Expiration Date of 04/16/2025; (c) options to acquire 50,000 shares of common stock at a price of $33.85 per share with Date Exercisable of 04/13/2017 and Expiration Date of 04/13/2026; (d) options to acquire 50,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 04/06/2018 and Expiration Date of 04/06/2027; and (e) options to acquire 40,000 shares of common stock at a price of $37.60 per share, subject to a three-year ratably vesting schedule, with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028. |
| (4) | Options to acquire 40,000 shares of common stock at a price of $50.30 per share, subject to the aforementioned three-year ratably vesting schedule, with Date Exercisable of 4/12/2020 and Expiration Date of 4/12/2029. |
| (5) | On April 12, 2019, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 10,000 shares (the "Target"), the vesting of which is subject to the percentile of the Total Stock Return ("TSR") of the Issuer's common stock over a three-year period, as determined by the Issuer's Board of Directors, versus the comparative TSRs of 12 peer public companies to be disclosed in the Issuer's 2019 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievement of the percentile of the TSR. |
| (6) | These PBRSUs are to vest in their entirety at the end of a three-year performance period as reported under footnote 5 above. |
| (7) | As of the date of this filing, the total number of PBRSUs owned by the Reporting Person includes (a) a target number of 10,000 shares of PBRSUs granted on April 13, 2018, to vest in their entirety at the end of a three-year performance period; and (b) a target number of 10,000 shares of PBRSUs granted on April 12, 2019, to vest in their entirety at the end of a three-year performance period as reported under footnote 5 above. |