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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 | (4) | 06/06/2023 | M | 14,684 | (4) | (4) | Common Stock | 14,684 | $ 0 | 14,684 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ghosh Amalkumar 700 SOUTH DRIVE SUITE 201 HOPEWELL JUNCTION, NY 12533 |
COO/SVP | |||
| /s/ Mark A. Koch, Attorney-in-Fact | 06/07/2023 | |
| **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 Reporting Person received 14,684 Restricted Stock Units that represent a contingent right to receive one share of Common Stock upon the satisfaction of applicable vesting conditions. Half of the shares were issued pursuant to the satisfaction of service-based vesting conditions and half were issued pursuant to the satisfaction of performance conditions. |
| (2) | The transaction reported represents shares of Common Stock required to be surrendered by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. These surrendered shares are mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations and do not represent discretionary trades by the Reporting Person. |
| (3) | Represents the market price of common stock that was used to determine the value of the shares surrendered in satisfaction of withholding tax obligations. |
| (4) | Represents the settlement of vested RSUs. The Reporting Person was previously granted 44,052 RSUs that represent a contingent right to receive one share of Common Stock for each RSU. Half, or 22,026 of the previously granted RSU's are performance-based and vest over a three-year period subject to achievement of certain performance conditions. The remaining RSUs are subject to a three-year service-based vesting requirement, vesting in equal installments over the three years. 7,342 of the service-based RSUs vested on June 6, 2023, and the remaining RSUs will vest in equal installments over the remaining 1 year, subject to the Reporting Person's continuous service with the issuer. In addition 7,342 of the performance-based RSUs vested upon satisfaction of applicable performance conditions. |