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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 Options (Right to Buy) | $ 34.5 | 12/06/2012(3) | A | 4,870 | 12/06/2013(4) | 12/06/2019 | Common Stock | 4,870 | $ 0 | 4,870 | D | ||||
Stock Options (Right to Buy) | $ 36.87 | 12/08/2012 | 12/08/2018 | Common Stock | 4,450 | 4,450 | D | ||||||||
Stock Options (Right to Buy) | $ 36.22 | 12/09/2011 | 12/09/2017 | Common Stock | 4,550 | 4,550 | D | ||||||||
Stock Options (Right to Buy) | $ 40.73 | 12/10/2010 | 12/10/2016 | Common Stock | 3,960 | 3,960 | D | ||||||||
Stock Options (Right to Buy) | $ 30.68 | 12/11/2009 | 12/11/2015 | Common Stock | 5,270 | 5,270 | D | ||||||||
Stock Options (Right to Buy) | $ 27.18 | 12/13/2008 | 12/13/2014 | Common Stock | 6,000 | 6,000 | D | ||||||||
Stock Options (Right to Buy) | $ 20.335 | 12/11/2007 | 12/11/2013 | Common Stock | 6,000 | 6,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHARLAU CHARLES E SUITE 125 2350 N. SAM HOUSTON PARKWAY EAST HOUSTON, TX 77032 |
X |
/s/ Melissa D. McCarty, Attorney-in-fact for Mr. Scharlau | 12/10/2012 | |
**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 February 1, 2012, 100,000 shares of stock were transferred into a 2012 Grantor Retained Annuity Trust ("2012 GRAT") for the reporting person. The reporting person is the Trustee for the 2012 GRAT, and has indirect beneficial ownership of the stock. |
(2) | On November 26, 2012, 19,300 shares of stock were transferred out of the Charles Scharlau 2010 Grantor Retained Annuity Trust ("Charles Scharlau 2010 GRAT") and registered in the name of the reporting person. Therefore, the reporting person now has direct beneficial ownership of the stock. |
(3) | Restricted stock and nonqualified stock options granted in consideration of services as a director. |
(4) | Nonqualified stock options become exercisable in three equal installments beginning on the first anniversary of the grant date specified in Column 3 or immediately upon death, disability, retirement at age 65, or a change in control. |