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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Foster Christopher A 1111 LOUISIANA HOUSTON, TX 77002 |
EVP and CFO | |||
| Vincent A. Mercaldi,Attorney-in-Fact | 05/06/2024 | |
| **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) | Shares withheld for taxes upon vesting of time-based restricted stock units previously awarded under the Issuer's Long-Term Incentive Plan ("RSUs"). |
| (2) | Includes 16,909 RSUs vesting in 3 equal installments in February 2025, 2026 and 2027. This award vests (i) if the Reporting Person ("R.P.") remains an employee of Issuer from grant date thru respective vesting date, (ii) in the event of earlier disability or death, or (iii) if he satisfies various conditions, upon earlier retirement, except that such retirement vesting will be pro rata if retirement occurs in the year of grant. All vesting is conditioned upon achievement of positive operating income for year preceding applicable vesting date except in case of death or disability. Also includes 63,892 RSUs vesting May 2025, provided R.P. remains an employee of Issuer from grant date thru applicable vesting date. Also includes 14,908 RSUs vesting (a) in May 2026 if the R.P. remains an employee of Issuer from grant date thru vesting date; (b) in the event of earlier disability or death; or (c) pro-rata upon his earlier retirement unless he satisfies conditions for full vesting. |