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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 | ||||||||
Restricted Stock Units | (2) | 05/15/2014 | A | 3,868 | (3) | (3) | Common Stock | 3,868 | $ 0 | 3,868 | D | ||||
Deferred Stock Units | (2) | 05/16/2014 | A | 721 | (4) | (4) | Common Stock | 721 | $ 0 | 2,913 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZIDE STEPHEN M C/O BAIN CAPITAL INVESTORS JOHN HANCOCK TOWER, 200 CLARENDON ST. BOSTON, MA 02116 |
X | X |
/s/ STEPHEN M. ZIDE | 05/19/2014 | |
**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) | Bain Capital Investors, LLC ("BCI") is the administrative member of Bain Capital Integral Investors 2006, LLC ("BCI 2006"). The governance, investment strategy and decision-making process with respect to the investments held by the BCII 2006 is directed by BCI's Global Private Equity Board ("GPEB"). Stephen Zide is a member of GPEB and a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of common stock held by BCII 2006. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(2) | Each stock unit represents a contingent right to receive one share of the Company's common stock. |
(3) | Grant of restricted stock units under the Company's 2013 Omnibus Incentive Plan. The restricted stock units vest on the earliest of: (1) the one year anniversary of the grant date, (2) the Company's next annual shareholders meeting, or (3) a change in control, and will be settled upon vesting unless the reporting person elects to defer settlement to a later date. A pro rata portion of the award vests upon termination of the reporting person's service due to death, disability or age 75 retirement. |
(4) | Represents a grant of deferred stock units under the Company's 2013 Omnibus Incentive Plan pursuant to Mr. Zide's election to convert quarterly cash fees for board service to deferred stock units. The deferred stock units are fully vested and will be settled upon termination of Mr. Zide's board service. |