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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 | $ 0.2349 | 02/26/2013 | A | 90,000 (4) | 03/31/2014(3) | 02/26/2023(5) | Common Stock | 90,000 (4) | $ 0 | 415,000 | D | ||||
Stock Option | $ 10.64 | 07/01/2009 | 07/01/2015 | Common Stock | 25,000 | 25,000 | D | ||||||||
Stock Option | $ 6.06 | 12/06/2011 | 12/06/2017 | Common Stock | 25,000 | 50,000 | D | ||||||||
Stock Option | $ 0.5 | 08/05/2012(2) | 08/05/2021 | Common Stock | 200,000 | 250,000 | D | ||||||||
Stock Option | $ 1.07 | 01/18/2012(2) | 01/18/2021 | Common Stock | 75,000 | 325,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BUELOW ROGER 32000 AURORA ROAD SOLON, OH 44139 |
Chief Technology Officer |
/s/ Roger Buelow | 02/27/2013 | |
**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) | See Remarks section |
(2) | 25% are exercisable on the date shown, which is the first anniversary following the grant date. The remaining 75% is exercisable in equal monthly installments over the following 36 months. |
(3) | Options EARNED will vest as follows: 1/3rd on March 31, 2014, and the remaining 2/3rd's monthly over the following 24 months ending March 31, 2016. |
(4) | 25% of target granted options are earned if 2013 revenues meet or exceed 85% of budget, and/or 75% of target granted options are earned if 2013 EBITDA meet or exceed 85% of budget. |
(5) | Date applies to options EARNED. If the options granted are not EARNED, the option grants are terminated. |
Remarks: 39,153 of the shares of Common Stock are subject to forfeiture and to restriction on transfer. Shares will be forfeited if the individual ceases to provide service to the Company as an employee or director prior to the closing of the first trading window after December 31, 2010, during which he does not possess material inside infomation about the Company, other than cessation of service as a result of (i) his death or (ii) his total and permanent disability, or (iii) within three months after a change in control of the Company. Should the individual cease to provide service to the Company as a result of these three items, this restriction will lapse and the shares will not be forfeited. The terms "service," "total and permanent disability," and "change in control" are defined in the Plan document. The term "trading window" means the first twenty calendar days after the second business day following public disclosure of the Company's quarterly or annual financial results. Before the forfeiture provision lapses by its terms, or by the individual's earlier death or total and permanent disability, or by leaving the service of the Company within three months after a change in control, the individual is not allowed to transfer any interest in the shares. Any attempt to transfer the shares will be ineffective. |