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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) | $ 22.495 | (3) | 10/19/2031 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 26.94 | (4) | 08/25/2032 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SOLOWAY RICHARD 333 BAYVIEW AVENUE AMITYVILLE, NY 11701 |
X | CEO, Chairman, Secy | ||
| /s/ Richard Soloway | 05/08/2024 | |
| **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 shares described herein are subject to a lockup agreement in connection with that certain Underwriting Agreement, dated March 5, 2024, and were also subject to the option to purchase additional shares pursuant to such Underwriting Agreement. Such shares were not purchased pursuant to this option which has expired in accordance with its terms. The reporting person received prior written consent from the representatives of the underwriters to sell the shares in open market transactions. All other shares remain subject to the lockup agreement. |
| (2) | Represents the weighted average selling price of the shares. Actual selling prices ranged from $44.20 through $44.775 per share. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected. |
| (3) | Exercisable, cumulatively, at 20% per year commencing October 19, 2021. |
| (4) | Exercisable, cumulatively, at 20% per year commencing August 25, 2022. |