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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 | ||||||||
| Common Stock (1) | $ 0 (3) | 03/08/2024 | M | 2,210 | 03/08/2023(4) | 03/08/2024(5) | Common Stock | 2,210 | $ 0 | 0 | D | ||||
| Common Stock (1) | $ 0 (3) | 03/07/2024 | M | 2,145 | 03/07/2023(4) | 03/07/2025(5) | Common Stock | 2,145 | $ 0 | 2,146 | D | ||||
| Performance Shares (2) | $ 0 (6) | 03/07/2024 | M | 12,872 | (7) | 03/07/2024 | Common Stock | 12,872 | $ 0 | 0 | D | ||||
| Performance Shares (2) | $ 0 (6) | 03/08/2024 | M | 7,289 | (8) | 03/08/2024 | Common Stock | 7,289 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Voigtlander Christian B. 951 CALLE AMANECER SAN CLEMENTE, CA 92673 |
Chief Operating Officer | |||
| By: Paula Darbyshire, Attorney-in-fact For: Christian Voigtlander | 03/11/2024 | |
| **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) | These securities are Restricted Stock Units. |
| (2) | These Securities are Performance-based Restricted Stock Units (PRSU). |
| (3) | There is neither a purchase price nor an exercise price for the Restricted Stock Units. |
| (4) | One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date. |
| (5) | These are restricted stock units that fully vest 3 years from the grant date. |
| (6) | There is neither a purchase price nor an exercise price for the PRSUs. |
| (7) | These PRSUs were granted on March 7, 2022 and had a 2-year cliff-vest performance period subject to the satisfaction of performance-based metrics and continuous services through the vest date. The PRSUs were approved for vesting in February 2024 by the Compensation Committee at 200% of the original grant. |
| (8) | These PRSUs were granted on March 8, 2021 and had a 3-Year cliff-vest subject to the satisfaction of performance-based metrics and continuous services through the vest date. The PRSUs were approved for vesting in February 2024 by the Compensation Committee at 110% of the original grant. |