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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 | ||||||||
| Stock Option | $ 51.07 | 05/08/2015 | 05/08/2025 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 57.74 | 05/06/2016 | 05/06/2026 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 59.41 | 05/05/2017 | 05/05/2027 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 49.46 | 05/11/2018 | 05/11/2028 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 55.71 | 05/03/2019 | 05/03/2029 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 50 | 04/24/2020 | 04/24/2030 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 43.89 | 05/07/2021 | 05/07/2031 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 47.9 | 05/13/2022 | 05/13/2032 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Stock Option | $ 33.79 | 05/12/2023 | 05/12/2033 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Phantom Stock | (3) | (4) | (4) | Common Stock | 34,158.446 | 34,158.446 (5) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CARACI PHILIP D 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814 |
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| /s/ Carlos L. Heard, by Power of Attorney | 05/21/2024 | |
| **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) | Self-Trust. Reporting person is a Trustee |
| (2) | Represents restricted shares of Common Stock. Such shares vest on the first three anniversaries of May 17, 2024 in equal annual installments, assuming continued service. |
| (3) | Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service. |
| (4) | The conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement. |
| (5) | Balance increased by July 31, 2023 Dividend Reinvestment Plan award, October 31, 2023, January 31, 2024 award and April 30, 2024 award totaling 2,157.175 shares. |
| Remarks: Previous beneficial ownership reports filed pursuant to Section 16(a) by the reporting person referred to the Issuer's Common Stock, par value $0.01 per share as "Common Shares." Going forward, such shares will be referred to as "Common Stock." |
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