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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 | ||||||||
Employee Stock Option (right to buy) Holding | $ 189.43 | 02/24/2016 | M | 4,674 | (8) | 12/28/2017 | Common Stock | 4,674 | $ 0 | 9,349 | D | ||||
Employee Stock Option (right to buy) Holding | $ 189.43 | 02/24/2016 | M | 527 | (8) | 12/28/2017 | Common Stock | 527 | $ 0 | 1,693 | I | By spouse | |||
Employee Stock Option (right to buy) Holding | $ 80.17 | 02/24/2016 | M | 2,238 | (8) | 12/16/2018 | Common Stock | 2,238 | $ 0 | 11,194 | D | ||||
Employee Stock Option (right to buy) Holding | $ 112.15 | 02/24/2016 | M | 124 | (8) | 01/17/2022 | Common Stock | 124 | $ 0 | 1,875 | I | By spouse | |||
Employee Stock Option (right to buy) Holding | $ 129.36 | 02/24/2016 | M | 588 | (8) | 01/11/2023 | Common Stock | 588 | $ 0 | 3,317 | I | By spouse | |||
Employee Stock Option (right to buy) Holding | $ 104.23 | 02/24/2016 | M | 1,687 | (8) | 12/22/2016 | Common Stock | 1,687 | $ 0 | 0 | I | By spouse |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sprecher Jeffrey C 5660 NEW NORTHSIDE DRIVE ATLANTA, GA 30328 |
X | Chief Executive Officer |
/s/Andrew J. Surdykowski, Attorney-in-fact | 02/26/2016 | |
**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) | The sales reported in this Form 4 were effected pursuant to a previously announced, pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended. |
(2) | This transaction involved a gift of 1,000 shares of the issuer's Common stock by the reporting person to a philanthropic organization. |
(3) | The common stock number referred in Table I is an aggregate number and represents 271,674 shares of common stock and 41,044 unvested performance based restricted stock units, for which the performance period has been satisfied. These performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year. The satisfaction of the performance target for the 2016 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2017 and will be reported at the time of vesting. |
(4) | As previously reported, the reporting person also indirectly owns 788,341 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. |
(5) | These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly. Additionally, as previously reported, the reporting person also owns shares directly and indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. |
(6) | The common stock number referred in Table I is an aggregate number and represents 21,261 shares of common stock and 4,397 unvested performance based restricted stock units, for which the performance period has been satisfied. These performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year. The satisfaction of the performance target for the 2016 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2017 and will be reported at the time of vesting. |
(7) | As previously reported, the reporting person also indirectly owns 788,341 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person also beneficially owns shares directly. |
(8) | These options are fully vested. |