1. Title of Derivative Security (Instr. 4)
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2. Date Exercisable and Expiration Date (Month/Day/Year)
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3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Non-Qualified Stock Options (Right to Buy) |
11/18/2023 |
11/18/2032 |
Class A Common Stock |
2,766 (2) |
$ 65.52 |
D |
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| Non-Qualified Stock Options (Right to Buy) |
11/17/2024 |
11/17/2033 |
Class A Common Stock |
6,620 (2) |
$ 48.74 |
D |
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| Performance Shares |
(3) |
(3) |
Class A Common Stock |
1,335.472 |
$ (3) |
D |
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| Performance Shares |
(4) |
(4) |
Class A Common Stock |
7,950.348 |
$ (4) |
D |
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*
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Includes 2,656.955 shares of Class A Common Stock which vest in equal installments on November 18, 2024 and November 18, 2025; 1,394.902 shares of Class A Common Stock which vest on November 18, 2025; and 1,553.299 shares of Class A Common Stock which vest in equal installments on November 17, 2024 and November 17, 2025.
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(2)
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These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years.
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(3)
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Award of performance Class A Common Stock which vests on November 18, 2025 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2023-2025) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2023-2025) period; and (3) achievement of a three year (fiscal 2023-2025) average return on invested capital target. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.
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(4)
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Award of performance Class A Common Stock which vests on November 17, 2026 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2024-2026) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2024-2026) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.
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