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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 | (5) | 01/04/2010 | A | 7,468 | (5) | (5) | Common Stock | 7,468 | $ 0 | 7,468 | D | ||||
| Restricted Stock Units | (6) | 01/04/2010 | M | 1,257 | (6) | (6) | Common Stock | 1,257 | $ 0 | 5,032 | D | ||||
| Restricted Stock Units | (7) | 01/04/2010 | M | 658 | (7) | (7) | Common Stock | 658 | $ 0 | 1,975 | D | ||||
| Restricted Stock Units | (8) | 01/04/2010 | M | 723 | (8) | (8) | Common Stock | 723 | $ 0 | 1,445 | D | ||||
| Restricted Stock Units | (9) | 01/04/2010 | M | 14,201 | (9) | (9) | Common Stock | 14,201 | $ 0 | 14,201 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Jack Sarno, attorney-in-fact for Peter A. Cohen | 01/06/2010 | |
| **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) | Ramius Advisors, LLC ("Ramius Advisors") is the investment adviser of Ramius Enterprise Master Fund Ltd ("Enterprise") and RCG PB, Ltd. ("RCG PB") and may be considered the beneficial owner of any securities deemed to be beneficially owned by Enterprise and RCG PB. Ramius LLC is the sole managing member of Ramius Advisors and may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius Advisors. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be considered the beneficial owner of any securities deemed to be beneficially owned by Cowen. |
| (2) | As the managing member of RCG Holdings, C4S & Co., L.L.C. ("C4S") may be considered the beneficial owner of any securities deemed to be beneficially owned by RCG Holdings. The reporting person is a managing member of C4S and may be considered the beneficial owner of any securities deemed to be beneficially owned by C4S. The reporting person and the other Ramius affiliates (other than Enterprise and RCG PB) disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein. |
| (3) | On September 15, 2008, 750,000 shares of Class A Common Stock reported herein as being beneficially owned by Ramius Enterprise Master Fund Ltd (the "Frozen Shares") were frozen in Ramius Enterprise Master Fund's prime brokerage account as a result of Lehman Brothers International (Europe) ("LBIE") being placed in administration. LBIE, through certain of its affiliates, was a prime broker for Ramius Enterprise Master Fund. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Ramius Enterprise Master Fund claims beneficial ownership over the Frozen Shares until such time a final determination concerning the Frozen Shares is made. |
| (4) | The reporting person is a co-trustee under each of these trusts and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| (5) | Represents award of restricted stock units granted on January 4, 2010. The award vests in five equal annual installments beginning on January 4, 2011. Each unit converts into a share of common stock on a one-for-one basis. |
| (6) | Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2009. The balance of the award vests in four equal installments on each of January 2, 2011, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis. |
| (7) | Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2008. The balance of the award vests in three equal installments on each of January 2, 2011, 2012 and 2013. Each unit converts into a share of common stock on a one-for-one basis. |
| (8) | Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2007. The balance of the award vests in two equal installments on each of January 2, 2011 and 2012. Each unit converts into a share of common stock on a one-for-one basis. |
| (9) | Represents vesting of one-fifth of award of restricted stock units granted on January 3, 2006. The balance of the award vests on January 3, 2011. Each unit converts into a share of common stock on a one-for-one basis. |