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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 Units | (1) | 03/05/2012 | A | 1,822 | 03/05/2015 | 03/05/2022 | Common Stock | 1,822 | (1) | 1,822 | D | ||||
| Restricted Stock Units | (2) | 03/05/2012 | A | 1,527 | 04/05/2013 | 03/05/2022 | Common Stock | 1,527 | (2) | 1,527 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HAYES DOUGLAS M 25 CORPORATE DR. SUITE 130 BURLINGTON, MA 01803-4238 |
X | |||
| /s/ Alan J. Glass, attorney-in-fact | 03/07/2012 | |
| **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) | The Restricted Stock Units (RSUs) grant is issued pursuant to a provision of the issuer management Stock Purchase Plan (MSPP) whereby certain directors may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of the directors' annual retainer. The RSU are issued in whole units at a 33% discount from a fair market value of the isser's common stock generally on the date the underlying retainer is determined and generally vest 3 years from the date of the grant, at which time the RSUs convert into shares of common stock on a one-for-one basis unless the director previously elected a longer deferral period. The Reporting Person has elected in advance to receive RSUs in lieu of his entire annual director retainer fee of $40,000 for 2012. |
| (2) | The grant of Restricted Stock Units (RSUs), reported herein, entitles the Reporting Person to receive shares of the issuer common stock in equal installments of one-third of the original RSU grant on either (i) the annual vesting of the grant or (ii) upon the conclusion of such longer deferral period as the Reporting Person may elect in advance. In either occurrence, (i) or (II), the RSUs automatically convert into shares of common stock on a one-for-one basis at no conversion cost to the Reporting Person. |