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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 25.21 | 04/01/2024 | D(1) | 28,102 | (2) | 04/01/2032 | Class A Common Stock | 28,102 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 25.21 | 04/01/2024 | D(1) | 11,898 | (3) | 04/01/2032 | Class A Common Stock | 11,898 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 38.89 | 04/01/2024 | D(1) | 17,287 | (4) | 10/01/2029 | Class A Common Stock | 17,287 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 38.89 | 04/01/2024 | D(1) | 7,713 | (5) | 10/01/2029 | Class A Common Stock | 7,713 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 33.99 | 04/01/2024 | D(1) | 61,885 | (6) | 01/01/2026 | Class A Common Stock | 61,885 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 14.04 | 04/01/2024 | A(1) | 68,520 | (7) | 04/01/2034 | Class A Common Stock | 68,520 | $ 0 | 68,520 | D | ||||
| Employee Stock Option (Right to Buy) | $ 14.04 | 04/01/2024 | A(1) | 20,300 | (8) | 04/01/2034 | Class A Common Stock | 20,300 | $ 0 | 20,300 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gaske Paul 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
COO, HUGHES | |||
| /s/ Paul Gaske, by Dean A. Manson, Attorney-in-Fact | 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) | The transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated March 4, 2024, which expired on April 1, 2024 (the "Exchange"). Effective April 1, 2024, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person new options with, among other new terms, a new exercise price, a different vesting schedule and in certain cases a different number of options, for options that are not subject to achievement of certain performance criteria. The new exercise price is $14.04, which is the closing price of the Issuer's Class A Common Stock on April 1, 2024. |
| (2) | The option vests as to 8,000 shares on each of April 1, 2023 and April 1, 2024, and thereafter in three equal annual installments beginning on April 1, 2025. |
| (3) | The option vests in three equal annual installments beginning on April 1, 2025. |
| (4) | The option vested as to 5,000 shares on each of October 1, 2020 and October 1, 2021 and as to 2,429 shares on October 1, 2022, and will vest as to 2,429 shares on each of October 1, 2023 and October 1, 2024. |
| (5) | The option vested as to 2,571 shares on October 1, 2022 and vests as to 2,571 shares on each of October 1, 2023 and October 1, 2024. |
| (6) | The options vested in five annual installments beginning on January 1, 2017 and became fully vested on January 1, 2021. |
| (7) | 40% of the shares underlying these options vested immediately upon the grant date. The remaining 60% of the shares underlying these options vest 30% per year on each of April 1, 2025 and April 1, 2026. |
| (8) | The shares underlying these options vest 25% per year on each of April 1, 2025, April 1, 2026, April 1, 2027 and April 1, 2028. |