|
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 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 08/31/2020 | M | 5,000 | (4) | (4) | Common Stock | 5,000 | $ 0 | 45,000 | D | ||||
Restricted Stock Units | (3) | 09/02/2020 | M | 12,500 | (4) | (4) | Common Stock | 12,500 | $ 0 | 32,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McNamara Anne M 276 FIFTH AVENUE SUITE 505 NEW YORK, NY 10001 |
Chief Nursing Officer |
/s/ Anne McNamara | 09/02/2020 | |
**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) | Represents shares of common stock to be issued upon the vesting of restricted stock units ("RSUs") which vest in four years, subject to accelerated vesting upon the stock price closing at certain higher levels. The first target price was met as of August 31, 2020, and the second target price was met on September 2, 2020. See the Form 4 filed on February 5, 2020 for further details on the vesting target prices. |
(2) | The shares were surrendered upon vesting to pay the Reporting Person's estimated applicable federal, state and local income taxes, social security taxes and the additional Medicare surtax. The transactions were exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as they were pre-approved by both the board of directors and the compensation committee of the board of directors of the Issuer. |
(3) | Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
(4) | The RSUs were granted on February 4, 2020 and one-half will fully vest subject to the accelerated vesting on February 4, 2024. |