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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 | ||||||||
Phantom Stock Unit (7) | (2) | 02/27/2015 | M | 34,673 (1) | 02/27/2015 | 02/27/2015 | Common Stock | 34,673 | (2) | 0 | D | ||||
Restricted Stock Unit (8) | (9) | 02/27/2015 | M | 9,000 (4) | (9) | (9) | Common Stock | 9,000 | $ 0 | 39,000 (10) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FITZGERALD KEVIN G 200 PEACH STREET P.O. BOX 7000 EL DORADO, AR 71731-7000 |
Retired |
/s/ Walter K. Compton, attorney-in-fact | 03/03/2015 | |
**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) | Original award of 30,000 phantom stock units was adjusted by a ratio of 1.1070 on September 6, 2013, as a result of the spin-off of Murphy USA, Inc. |
(2) | Each phantom stock unit is the equivalent of one share of MUR common stock. On February 27, 2015, 34,673 of the reporting person's phantom stock units were settled for cash. |
(3) | The phantom stock units were paid in cash based on the average high/low MUR price on February 27, 2015. |
(4) | Represents Time-based Restricted Stock Units (RSUs) that have vested and settled in shares of the Company's stock on a one-for-one basis. Pursuant to the terms of the time-based grant awarded under the 2012 Long-Term Incentive Plan, the total includes 100% of the prorated award plus shares equivalent in value to accumulated dividends. |
(5) | Restricted stock units convert into common stock on a one-for-one basis. |
(6) | Shares withheld for taxes on time-based RSU payout. |
(7) | Time-lapse award received on 10/2/2012; payable in cash on 2/27/2015 or forfeited if not with Company at that time. |
(8) | Time-based Restricted Stock Unit award granted under the 2012 Long-Term Incentive Plan. |
(9) | These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date |
(10) | A total of 5,750 time-based restricted stock units were forfeited on February 27, 2015, due to the reporting person's retirement from the Company. |