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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 | ||||||||
3/9/2009 Stock Options | $ 18.02 | 02/20/2015 | M | 329,593 | 03/09/2010(8) | 03/09/2019 | Common Stock | 329,593 | (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HASSELL GERALD L THE BANK OF NEW YORK MELLON CORPORATION ONE WALL STREET NEW YORK, NY 10286 |
X | Chairman & CEO |
/s/ Craig T. Beazer, Attorney-in-Fact | 02/24/2015 | |
**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) | Represents portion of Performance Share Units granted in February 2013 and February 2014 (including units from reinvested dividend equivalents) for which performance goals have been achieved, as certified on February 20, 2015. Each unit represents the right to one share of the Issuer's common stock. These units are scheduled to vest in February 2016 (for the February 2013 award) and February 2017 (for the February 2014 award) and each award remains subject to risk-based adjustment provisions. |
(2) | Award of Restricted Stock Units as a portion of the Reporting Person's annual incentive. Units vest in annual increments of one-third beginning on first anniversary of the award. All or a portion of the units may be forfeited prior to vesting based on ongoing risk-based adjustment provisions. Vested units will be settled in Common Stock. |
(3) | Represents the weighted average price of shares sold with actual prices ranging from $39.01 to $39.37. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within this range. |
(4) | Represents the weighted average price of shares sold with actual prices ranging from $38.82 to $39.30. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within this range. |
(5) | Shares withheld in payment of tax liability incident to vesting of previously disclosed awards. |
(6) | Holdings reported as of 12/31/2014. |
(7) | The Reporting Person disclaims beneficial ownership of these shares. |
(8) | Grant became exercisable in annual installments of one-fourth each beginning on date indicated. |
(9) | Not Applicable. |