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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 | ||||||||
options | $ 24.33 | 08/17/2007 | D | 630,000 | (2) | (2) | common stock | 630,000 | $ 35.17 (2) | 0 (2) | D | ||||
options | $ 28.67 | 08/17/2007 | D | 52,328 | (2) | (2) | common stock | 52,328 | $ 31.83 (2) | 0 (2) | D | ||||
options | $ 31.25 | 08/17/2007 | D | 100,000 | (2) | (2) | common stock | 100,000 | $ 29.25 (2) | 0 (2) | D | ||||
options | $ 3.59 | 08/17/2007 | D | 605,683 | (2) | (2) | common stock | 605,683 | $ 56.91 (2) | 0 (2) | D | ||||
options | $ 19.43 | 08/17/2007 | D | 100,000 | (2) | (2) | common stock | 100,000 | $ 41.07 (2) | 0 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BECKER DOUGLAS L 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
X | Chariman and CEO |
Douglas L. Becker | 09/10/2007 | |
**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) | Immediately prior to the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, Mr. Becker sold 357,591 shares of the Issuer (all of the Issuer shares he owned directly or indirectly) to Wengen Alberta, Limited Partnership, in exchange for partnership interests in Wengen valued at the product of 357,591 multiplied by $60.50. Wengen was the Parent of L Curve and, upon the effectiveness of the Merger, became the sole shareholder of the Issuer. |
(2) | Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding options of the Issuer were cancelled. In connection with the merger, the Issuer adopted a Deferred Compensation Plan for Mr. Becker, the value of which was equal to (A) the total number of options held by Mr. Becker at the time of the merger multiplied by $60.50 minus (B) the aggregate exercise price of all of the options held by Mr Becker at the time of the merger. |