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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 Units | $ 0 (1) | 04/01/2024 | A | 26,259 | (2) | (2) | Common Stock | 26,259 | $ 0 | 77,587 (3) | D | ||||
| Performance Rights | (4) | 04/01/2024 | A | 13,129 | (4) | (5) | Common Stock | 13,129 | $ 0 | 13,129 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GRAY PETER L 1 LANDS' END LANE DODGEVILLE, WI 53595 |
CCO, CAO and General Counsel | |||
| /s/ Peter L. Gray | 04/03/2024 | |
| **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) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock upon satisfaction of the vesting conditions. |
| (2) | These are time-based RSUs that will vest, subject to satisfaction of vesting conditions including a continuous business relationship, in three annual installments on April 1, 2025 (25%), April 1, 2026 (25%) and April 1, 2027 (50%). |
| (3) | Of the total number of RSUs, 7,857 RSUs will vest on March 18, 2025; 10,867 RSUs will vest on June 14, 2024, 10,868 RSUs will vest on June 14, 2025, and 21,736 RSUs will vest on June 14, 2026; and 6,564 RSUs will vest on April 1, 2025, 6,565 RSUs will vest on April 1, 2026, and 13,130 RSUs will vest on April 1, 2027; subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship. |
| (4) | Each performance right represents a contingent right to receive one share of issuer common stock subject to certification of performance following fiscal year 2026. The performance rights vest up to 100% of the listed target number of shares upon issuer common stock achieving a specified average per share closing stock price over a specified number of trading days, and subject to the satisfaction of other vesting conditions, including maintaining a continuous business relationship with the issuer through the payment date. |
| (5) | No later than 90 days following the completion of the audit for issuer's fiscal year ending January 29, 2027, the Compensation Committee of the Board of Directors of the issuer shall determine achievement of performance goals in its sole discretion and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date. |