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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 | ||||||||
Performance Based Restricted | $ 0 | 03/01/2018 | A | 18,000 | 03/01/2021(2) | 02/28/2028 | Common Stock | 18,000 | $ 0 | 18,000 | D | ||||
Stock Options (Right to Buy) | $ 30.32 | 02/24/2011 | 02/23/2020 | Common Stock | 1,000 | 1,000 | D | ||||||||
Stock Options (Right to Buy) | $ 34.38 | 02/23/2012 | 02/22/2021 | Common Stock | 1,000 | 1,000 | D | ||||||||
Stock Options (Right to Buy) | $ 17.49 | 02/16/2013 | 02/15/2022 | Common Stock | 4,000 | 4,000 | D | ||||||||
Performance Based Restricted | $ 0 | 03/01/2020(3) | 02/28/2027 | Common Stock | 12,500 | 12,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HAMMONS KEVIN J 4000 MERIDIAN BOULEVARD FRANKLIN, TN 37067 |
Senior VP and CAO |
Christopher G. Cobb, Attorney in Fact for Kevin J. Hammons | 03/02/2018 | |
**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 time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. |
(2) | The vesting of 50% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Same-Store Adjusted EBITDA Growth between January 1, 2018 and December 31, 2020 (the "2018-2020 Performance Period"). The vesting of the remaining 50% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Same-Store Adjusted EBITDA Margin Improvement for the 2018-2020 Performance Period. The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the target number of performance-based restricted shares subject to the attainment of the Cumulative Same-Store Adjusted EBITDA Growth and Cumulative Same-Store Adjusted EBITDA Margin Improvement criteria, as applicable, will ultimately vest on the third anniversary of the date of grant, with the vesting percentage to be determined based upon achievement with respect to the |
(3) | The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between January 1, 2017 and December 31, 2019 (the "2017-2019 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the target number of performance-based restricted shares subject to the attainment of the applicable performance objectives will ultimately vest on the third anniversary of the date of grant, with the vesting percentage to be determined based upon achievement with respect to the applicable criteria during the 2017-2019 Performance Period. |