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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 | ||||||||
| Employee Stock Option (Right to buy) | $ 48.36 | 10/28/2014 | M(1) | 6,320 | 02/14/2009(4) | 02/14/2018 | Common Stock | 6,320 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to buy) | $ 49.4 | 02/10/2012(4) | 02/10/2021 | Common Stock | 6,258 | 6,258 | D | ||||||||
| Employee Stock Option (Right to buy) | $ 52.73 | 12/07/2007(4) | 12/07/2016 | Common Stock | 5,630 | 5,630 | D | ||||||||
| Employee Stock Option (Right to buy) | $ 53.24 | 02/09/2013(4) | 02/09/2022 | Common Stock | 6,947 | 6,947 | D | ||||||||
| Employee Stock Option (Right to buy) | $ 54.85 | 12/07/2006(4) | 12/07/2015 | Common Stock | 5,255 | 5,255 | D | ||||||||
| Employee Stock Option (Right to buy) | $ 58.65 | 05/17/2008(4) | 05/17/2017 | Common Stock | 1,320 | 1,320 | D | ||||||||
| Employee Stock Option (Right to buy) | $ 56 | 02/14/2014(4) | 02/14/2023 | Common Stock | 16,417 | 16,417 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 55.23 | 02/13/2015(4) | 02/13/2024 | Common Stock | 17,930 | 17,930 | D | ||||||||
| Performance Rights | $ 0 (5) | 01/01/2016(5) | 03/15/2016 | Common Stock | 5,818 | 5,818 | D | ||||||||
| Performance Rights | $ 0 (5) | 01/01/2017(5) | 03/15/2017 | Common Stock | 7,168 | 7,168 | D | ||||||||
| Performance Rights | $ 0 (5) | 01/01/2015(5) | 03/15/2015 | Common Stock | 2,343 | 2,343 | D | ||||||||
| Phantom Stock Unit | (6) | (7) | (7) | Common Stock | 4,859.9329 | 4,859.9329 (8) | D | ||||||||
| Restricted Stock Units 2011 | (9) | 02/10/2012 | 02/10/2015 | Common Stock | 242.9177 | 242.9177 (10) | D | ||||||||
| Restricted Stock Units 2012 | (9) | 02/09/2013 | 02/09/2016 | Common Stock | 455.5426 | 455.5426 (10) | D | ||||||||
| Restricted Stock Units 2013 | (9) | 02/14/2014 | 02/14/2017 | Common Stock | 1,348.3808 | 1,348.3808 (10) | D | ||||||||
| Restricted Stock Units 2014 | (9) | 02/13/2015 | 02/13/2018 | Common Stock | 2,168.3771 | 2,168.3771 (10) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schott James F. 200 EAST RANDOLPH STREET CHICAGO, IL 60601 |
Exec VP & CFO | |||
| Dane E. Allen, as Power of Attorney for Mr. Schott | 10/30/2014 | |
| **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 transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2014. |
| (2) | Balance reflects shares pertaining to the quarterly dividend and periodic earnings adjustments under the Company's Employee Stock Ownership Plan. |
| (3) | Balance reflects dividend reinvestment shares purchased on a quarterly basis. |
| (4) | The option vests in four equal annual installments beginning on the exercisable date. |
| (5) | Performance stock rights represent the right to receive shares of common stock of the Company, in the event certain performance goals are satisfied. These goals are based on Company performance against an established industry benchmark, over a three year performance period. The final award of shares issued can be between 0% and 200% of the reported target award. |
| (6) | These phantom stock units convert to common stock on a one-for-one basis. |
| (7) | Upon retirement or termination of service, distribution of phantom stock units will commence in January of the year that is both (1) following the calendar year in which service terminates with the Company, and (2) at least six months following termination, or later if the participant selected a later date. |
| (8) | Balance reflects quarterly dividends paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan. |
| (9) | Each restricted stock unit represent a contingent right to receive one share of Company common stock. The restricted stock units vest in four equal annual installments beginning on the exercisable date. |
| (10) | Balance reflects quarterly dividends paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans. |