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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Todd Rider Fonner RENAISSANCE HOUSE 12 CROW LANE PEMBROKE, D0 HM 19 |
SVP & CIO | |||
| /S/ Stephen H. Weinstein, Attorney-in-Fact | 02/20/2014 | |
| **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) | Represents 2,657 Performance Shares cancelled from a maximum of 2,657 Performance Shares eligible to vest as a result of the Registrant's Total Shareholder Return for the calendar-year 2013 performance period relative to the members of a predetermined peer group. |
| (2) | Includes 7,093 shares from prior awards of Performance Shares which will not be earned as the applicable performance conditions were not met, but will remain outstanding under the terms of the Performance Share Plan until the time vesting requirement is met, at which point the shares will be cancelled. |
| Remarks: On March 1, 2011 the Reporting Person was granted performance-based restricted Common Shares of the Issuer ("Performance Shares") subject to vesting upon the satisfaction of both time based service and performance-based vesting conditions, specifically, the issuer's total shareholder return ("TSR") during the three calendar years ending December 31, 2011, 2012 and 2013 relative to the members of a predetermined peer group of companies. In addition, vesting for all three tranches was further conditioned upon continued service through December 31, 2013. The number of Performance Shares initially granted represented the maximum number of Common Shares in which the holder could potentially vest upon the attainment of maximum performance criteria. On December 31, 2013 shares were cancelled from the first two tranches of the award as a result of maximum performance not being achieved in respect of 2011 and 2012 as approved by the Committee in February 2012 and 2013. This Form reports the cancellation in full of the third and final tranche of the 2011 grant as a result of the minimum performance not being achieved in respect of 2013, as approved by the Committee at the February 2014 meeting. | |