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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
PRSUs (1) | $ 0 | 08/19/2015 | Â | A4 (2) | 112,491 | Â | Â (3) | Â (3) | Common Stock | $ 0 | 112,491 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LUCIER GREGORY T 7475 LUSK BLVD SAN DIEGO, CA 92121 |
 X |  |  Chairman & CEO |  |
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Gregory T. Lucier | 02/13/2017 | |
**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) | Each Performance Restricted Stock Unit ("PRSU") represents a contingent right to receive between 0% and 200% of one share of the Issuer's common stock upon vesting, based on the achievement of the performance conditions established for such PRSUs. |
(2) | As disclosed by the Issuer on a Form 8-K filed on May 26, 2015, these PRSUs were granted to the Reporting Person on May 22, 2015, contingent upon purchases of the Issuer's common stock made by the Reporting Person during the period May 22, 2015 through August 19, 2015. The Reporting Person filed Form 4s to report the purchases of the Issuer's common stock during this period, but due to an administrative error, the grant of these PRSUs was inadvertently not reported on a Form 4. |
(3) | The number of shares of the Issuer's common stock subject to the PRSUs reported on this Form 5 represents payout at target. The number of shares payable upon vesting of the PRSUs could range from 0% to 200% of target (0 to 224,982 shares), if and to the extent that the Issuer's closing stock price reaches and maintains specified levels over the 15 consecutive trading days ending May 22, 2020, the end of the performance period. |