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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 Unit | (3) | 09/27/2010 | A(3) | 1 (3) | (3) | (3) | Common Stock | (3) | $ 0 | 1 (3) | D | ||||
| Restricted Stock Unit | (3) | 01/03/2011 | M(3) | 1 (3) | (3) | (3) | Common Stock | (3) | $ 0 | 0 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McLeod Scot M 10165 MCKELLAR COURT SAN DIEGO, CA 92121 |
SVP - Operations | |||
| Robert J. Bujarski, attorney-in-fact for Scot M. McLeod | 01/05/2011 | |
| **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) | As described in footnote (3) below, the common shares were received pursuant to a specified formula upon vesting of a restricted stock unit (the "RSU") granted under the Company's Q4 2010 Employee Deferred Compensation Program (the "Program") and 2010 Equity Incentive Plan. |
| (2) | The disposition of shares, as set forth above, was in connection with the Company's withholding of common shares to satisfy tax withholding obligations related to the issuance of common shares upon vesting of the RSU. |
| (3) | The RSU was granted pursuant to the Program. Under the Program, the Reporting Person received the RSU, which vested on January 3, 2011, upon an election to defer a percentage of his base salary applicable to the period from September 27, 2010 through December 31, 2010 (the "Covered Period"). Upon vesting of the RSU, the Reporting Person was entitled to receive common shares equal to (i) the amount of his salary deferred under the Program divided by the average of the market closing prices for the common shares over the Covered Period, and (ii) then multiplying the result of the foregoing by 1.2. Pursuant to this formula, the Reporting Person received 3,291 common shares upon vesting of the RSU. |