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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) | $ 10.88 | 02/09/2010 | A | 300,000 | 02/09/2010 | 02/09/2015 | Common Shares | 300,000 | $ 0 | 300,000 | D (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FOX JEFFREY H ONE INFORMATION WAY SUITE 400 LITTLE ROCK, AR 72202 |
X | President and CEO |
/s/ Jeffrey H. Fox | 02/11/2010 | |
**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) | Shares held by Circumference Group Holdings LLC of which Mr. Fox is a 75% equity holder. Mr. Fox, as a principal, has sole voting and dispositive powers over the 135,000 common shares. Mr. Fox disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(2) | Inducement grant of 84,000 restricted stock units ("Salary Stock Units"). Subject to continued employment with the Company, 7,000 Salary Stock Units shall vest in full and be immediately settled on the last business day of each of the twelve months commencing February 2010. Upon termination of employment for any reason, any unvested Salary Stock Units shall be immediately forfeited. |
(3) | Inducement grant of 25,000 fully vested restricted stock units. The restricted stock units shall be settled 30 days after the effective date. |
(4) | Inducement grant of fully vested stock options to purchase 300,000 shares. The stock options shall have a five-year term and an exercise price per share equal to the closing price of a share of common stock on the effective date. If employment terminates for any reason, the stock options shall remain exercisable for two years following such termination of employment or, if shorter, the remaining term of the stock options. |