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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 | ||||||||
| Stock Option (right to buy) | $ 16.03 | 03/06/2012 | A | 4,469 (1) | (3) | 03/06/2022 | Common Stock | 4,469 (1) | $ 16.03 | 4,469 (1) | D | ||||
| Restricted Stock Units | $ 0 | 03/06/2012 | A | 2,484 (1) (4) | (4) | (4) | Common Stock | 2,484 (1) | $ 0 | 2,484 (1) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DELLY GAYLA J 3000 TECHNOLOGY DRIVE ANGLETON, TX 77515 |
X | President & CEO | ||
| Gayla J. Delly | 08/29/2013 | |
| **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 previously reported on a Form 4 filed on March 8, 2012, the reporting person reported acquiring 27,734 restricted shares, 27,734 performance based restricted stock units (PRSUs) and stock options to purchase 49,899 shares of common stock, in each case, pursuant to the Company's 2010 Omnibus Incentive Compensation Plan. However, the Company subsequently determined that the attempted grant of 25,250 restricted shares, 25,250 PRSUs and stock options to purchase 45,430 shares of common stock on March 6, 2012 were ineffective because the attempted grants exceeded the limit on the maximum aggregate number of shares of common stock with respect to which awards may be granted to any individual in any fiscal year. Accordingly, the excess restricted shares, PRSUs and stock options were never granted to the reporting person. The reporting person is filing this amendment to report the correct number of restricted shares, PRSUs and stock options acquired. |
| (2) | Grant of restricted shares vesting as to 621 shares on March 6, 2013, 2014, 2015 and 2016. |
| (3) | The options are exercisable as to 1,117 shares on March 6, 2013, 2014 and 2015 and 1,118 shares on March 6, 2016. |
| (4) | This reflects the target number of performance based restricted stock units awarded. Actual awards may vary from as low as zero to as high as three times target numbers. As soon as reasonably practicable following the end of the Performance Period (beginning on January 1, 2012 and ending on December 31, 2015) and in no event later than March 15, 2016, the number of restricted stock units that will ultimately be earned will be determined and issued. |