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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 | ||||||||
Restricted Stock Unit | $ 0 (1) | 02/24/2011 | A | 7,000 | (2)(3) | 09/30/2013(4) | Common Stock | 7,000 | $ 0 | 7,000 | D (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zalupski Robert J 39400 WOODWARD AVENUE SUITE 130 BLOOMFIELD HILLS, MI 48304 |
Vice President & Treasurer |
/s/ Paula Reno attorney-in-fact | 03/01/2011 | |
**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) | Each restricted stock unit represents a contingent right to receive the Fair Market Value of one share of common stock, payable only in shares of common stock. |
(2) | The Restricted Stock Units vest in increments as follows: (a) Upon the Company achieving at least $ 2.00 of cumulative earnings per share for any consecutive four financial quarters from 4/1/2011 through 9/30/2013 (the "EPS Performance Measure"), 1,750 Restricted Stock Units shall vest on the close of the business day immediately following the release of earnings for the quarter in which the EPS Performance Measure is met ("EPS Vesting Date") and 875 Restricted Stock Units shall vest on the first anniversary of the EPS Vesting Date and 875 Restricted Stock Units shall vest on the second anniversary date of the EPS Vesting Date; |
(3) | (b) Upon the Company's stock price closing at or above $30.00 per share for 30 consecutive trading days provided such 30th trading day is prior to 9/30/2013, 875 Restricted Stock Units shall vest on the close of the business day when such trading threshold is satisfied, 437 Restricted Stock Units shall vest on the first anniversary of the satisfaction of such threshold and 438 Restricted Stock Units shall vest on the second anniversary of the satisfaction of such threshold; (c) Upon the Company's stock price closing at or above $35.00 per share for 30 consecutive trading days provided such 30th trading day is prior to 9/30/2013, 875 Restricted Stock Units shall vest on the close of the business day on which such trading threshold is satisfied, 437 Restricted Stock Units shall vest on the first anniversary of the satisfaction of such threshold and 438 Restricted Stock Units shall vest on the second anniversary of the satisfaction of such threshold. |
(4) | Subject to graduated vesting as described in footnote (2), (3) and Section II.A(1) of the Restricted Stock Unit Agreement dated February 24, 2011. |
(5) | By Robert J. Zalupski and Susan S. Zalupski JTWROS |