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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 | ||||||||
Employee Stock Option | $ 71.15 | 08/20/2015 | A | 90,341 | (8) | 08/20/2025 | Class A Common Stock | 90,341 | $ 0 | 90,341 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Milroy Douglas A. 5995 OPUS PARKWAY MINNETONKA, MN 55343 |
X | Chairman and CEO |
/s/ Jeffrey L. Cotter, Attorney-in-Fact | 08/24/2015 | |
**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) | Awards are subject to vesting in accordance with the terms of the company's plan. |
(2) | Grant of restricted stock pursuant to Section 16b-3. |
(3) | On August 23, 2012,Mr. Milroy was granted a Performance Stock Award under which he would earn restricted stock if certain performance conditions were met by the end of the company's fiscal 2015 year. Mr. Milroy originally reported the maximum 150,000 shares under the performance stock award. On August 20, 2015, based on the company's fiscal 2015 financial results, Mr. Milroy earned 126,000 of the shares; thus, he forfeited 24,000 shares for failure to meet performance conditions. Of the 126,000 shares earned, 33% immediately vested, 33% will vest at the end of the company's fiscal 2016 year, and 34% will vest at the end of the company's fiscal 2017 year. |
(4) | On August 20, 2015, an aggregate of 41,580 shares of Mr. Milroy's Performance Stock Award vested in accordance with their terms and the terms of the plan under which such shares were issued. Mr. Milroy elected to withhold an aggregate of 20,042 shares to pay the related taxes. As such, the number of shares actually issued was 21,538. |
(5) | On August 21, 2015, an aggregate of 3,479 restricted shares previously issued to Mr. Milroy vested in accordance with their terms and the terms of the plan under which such shares were issued. Mr. Milroy elected to withhold an aggregate of 1,677 shares to pay the related taxes. As such, the number of shares actually issued was 1,802. |
(6) | On August 22, 2015, an aggregate of 5,681 restricted shares previously issued to Mr. Milroy vested in accordance with their terms and the terms of the plan under which such shares were issued. Mr. Milroy elected to withhold an aggregate of 2,739 shares to pay the related taxes. As such, the number of shares actually issued was 2,942. |
(7) | On August 23, 2015, an aggregate of 4,262 restricted shares previously issued to Mr. Milroy vested in accordance with their terms and the terms of the plan under which such shares were issued. Mr. Milroy elected to withhold an aggregate of 2,055 shares to pay the related taxes. As such, the number of shares actually issued was 2,207. |
(8) | Subject to the terms of the company's plan, vests in equal increments over a three year period, commencing on the first anniversary of the date of grant. |