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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 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 - LMCA (Right to Buy) | $ 8.86 | 10/23/2014 | M | 996 (2) | (3) | 12/16/2015 | Series A Common Stock | 996 | $ 0 | 0 | D | ||||
Stock Option - LMCA (Right to Buy) | $ 1.07 | 10/23/2014 | M | 3,706 (2) | (3) | 12/16/2015 | Series A Common Stock | 3,706 | $ 0 | 0 | D | ||||
Stock Option - LMCA (Right to Buy) | $ 12.35 | 10/23/2014 | M | 566 (2) | (3) | 12/24/2014 | Series A Common Stock | 566 | $ 0 | 0 | D | ||||
Stock Option - LMCA (Right to Buy) | $ 5.18 | 10/23/2014 | M | 1,609 (2) | (3) | 12/24/2014 | Series A Common Stock | 1,609 | $ 0 | 0 | D | ||||
Stock Option - LMCK (Right to Buy) | $ 8.86 | 10/23/2014 | M | 1,992 (2) | (3) | 12/16/2015 | Series C Common Stock | 1,992 | $ 0 | 0 | D | ||||
Stock Option - LMCK (Right to Buy) | $ 1.07 | 10/23/2014 | M | 7,412 (2) | (3) | 12/16/2015 | Series C Common Stock | 7,412 | $ 0 | 0 | D | ||||
Stock Option - LMCK (Right to Buy) | $ 12.35 | 10/23/2014 | M | 1,132 (2) | (3) | 12/24/2014 | Series C Common Stock | 1,132 | $ 0 | 0 | D | ||||
Stock Option - LMCK (Right to Buy) | $ 5.18 | 10/23/2014 | M | 3,218 (2) | (3) | 12/24/2014 | Series C Common Stock | 3,218 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BENNETT ROBERT R 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X |
/s/ Pamela L. Coe as Attorney-in-Fact for Robert R. Bennett | 10/27/2014 | |
**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) | On May 7, 2014, the Issuer's board of directors declared a stock dividend, payable to all holders of record as of 5:00 p.m. New York City time on July 7, 2014, of two shares of Series C Common Stock for each outstanding share of Series A Common Stock or Series B Common Stock (the "Transaction"). As a result of the Transaction, the reporting person (i) directly received 1,463,826 shares of Series C Common Stock, and (ii) indirectly received 43,170 shares of Series C Common Stock through his interest in Hilltop Investments, LLC. |
(2) | In connection with the Transaction, all equity awards held by the reporting person with respect to Series A and Series B Common Stock (each an "Original Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and (ii) an equity award relating to shares of Series C Common Stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
(3) | The derivative security is fully vested. |