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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 Options (Right to Buy) | $ 0.72 | 04/30/2012 | D(7) | 83,148 | (8) | 03/23/2016 | Common Stock | 83,148 | (7) | 0 | D | ||||
Stock Options (Right to Buy) | $ 0.72 | 04/30/2012 | A(7) | 83,148 | 04/30/2012 | 04/30/2015 | Common Stock | 83,148 | (7) | 83,148 | D | ||||
Stock Options (Right to Buy) | $ 0.875 | 04/30/2012 | D(7) | 129,141 | 09/20/2013 | 09/20/2017 | Common Stock | 129,141 | (7) | 0 | D | ||||
Stock Options (Right to Buy) | $ 0.875 | 04/30/2012 | A(7) | 129,141 | 04/30/2012 | 04/30/2015 | Common Stock | 129,141 | (7) | 129,141 | D | ||||
Stock Options (Right to Buy) | $ 1.59 | 04/30/2012 | D(7) | 148,662 | 04/05/2014 | 04/05/2018 | Common Stock | 148,662 | (7) | 0 | D | ||||
Stock Options (Right to Buy) | $ 1.59 | 04/30/2012 | A(7) | 148,662 | 04/30/2012 | 04/30/2015 | Common Stock | 148,662 | (7) | 148,662 | D | ||||
Stock Options (Right to Buy) | $ 2.5 | 04/30/2012 | D(7) | 106,660 | 01/30/2006 | 05/19/2013 | Common Stock | 106,660 | (7) | 0 | D | ||||
Stock Options (Right to Buy) | $ 2.5 | 04/30/2012 | A(7) | 106,660 | 01/30/2006 | 05/19/2013 | Common Stock | 106,660 | (7) | 106,660 | D | ||||
Stock Options (Right to Buy) | $ 2.5 | 04/30/2012 | D(7) | 213,320 | 01/30/2006 | 09/22/2013 | Common Stock | 213,320 | (7) | 0 | D | ||||
Stock Options (Right to Buy) | $ 2.5 | 04/30/2012 | A(7) | 213,320 | 01/30/2006 | 09/22/2013 | Common Stock | 213,320 | (7) | 213,320 | D | ||||
Stock Options (Right to Buy) | $ 2.5 | 04/30/2012 | D(7) | 106,660 | 01/30/2006 | 04/27/2014 | Common Stock | 106,660 | (7) | 0 | D | ||||
Stock Options (Right to Buy) | $ 2.5 | 04/30/2012 | A(7) | 106,660 | 01/30/2006 | 04/27/2014 | Common Stock | 106,660 | (7) | 106,660 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sere J Darby 909 FANNIN, SUITE 1850 HOUSTON, TX 77010 |
X | President and CEO |
/s/ J. Darby Sere | 05/01/2012 | |
**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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(2) | 9,693 shares of common stock were transferred by the reporting person to his adult son on October 31, 2011. |
(3) | 75,106 shares of common stock were transferred by the J. Darby Sere 2008 Annuity Trust to the reporting person and his spouse jointly on March 13, 2012. |
(4) | 75,106 shares of common stock were transferred by the Judith A. Sere 2008 Annuity Trust to the reporting person and his spouse jointly on March 13, 2012. |
(5) | Reflects the number of restricted stock units that vested under the reporting person's severance agreement. |
(6) | Includes 93,282 shares of restricted stock that vested under the reporting person's severance agreement. |
(7) | The reported transactions involved amendments to outstanding options as part of the reporting person's severance agreement, which resulted in the deemed cancellation of the "old" options and the grant of replacement options that remain exercisable for up to three years after the reporting person's termination date. |
(8) | The options had a performance vesting schedule so there was no fixed vesting date. |