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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 | (1) | 05/31/2024 | M | 44,249 | (1) | (1) | Common Stock | 44,249 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (2) | 05/31/2024 | D | 44,937 | (2) | (2) | Common Stock | 44,937 | $ 0 (2) | 44,938 | D | ||||
| Restricted Stock Units | (3) | 05/31/2024 | D | 72,067 | (3) | (3) | Common Stock | 72,067 | $ 0 (3) | 72,068 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WESTLEY PETER 8484 GEORGIA AVE., SUITE 700 SILVER SPRING, MD 20910 |
Chief Financial Officer | |||
| /s/ P. Brady Hayden as attorney-in-fact for Peter Westley | 05/31/2024 | |
| **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) | On May 31, 2024, 44,249 restricted stock units ("RSUs") previously granted to Mr. Westley on July 28, 2023, vested and converted into shares of the Company's common stock on a one-to-one basis. |
| (2) | Represents the cancellation of certain unvested RSUs in connection with Mr. Westley's resignation as Chief Financial Officer of the Company, effective May 31, 2024. The RSUs cancelled under this award would have vested on May 21, 2026 and April 22, 2026. The RSUs remaining under this award shall continue to be subject to the terms of the 2020 Omnibus Incentive Plan and the Services Agreement between Mr. Westley and the Company, effective June 1, 2024. |
| (3) | Represents the cancellation of certain unvested RSUs in connection with Mr. Westley's resignation as Chief Financial Officer of the Company, effective May 31, 2024. The RSUs cancelled under this award would have vested on May 21, 2026. The RSUs remaining under this award shall continue to be subject to the terms of the 2020 Omnibus Incentive Plan and the Services Agreement between Mr. Westley and the Company, effective June 1, 2024. |