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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 15.59 | 09/16/2015 | M | 6,000 | (4) | 09/15/2023 | Class B Common Stock (5) | 6,000 | $ 0 | 29,000 | D | ||||
| Class B Common Stock | (5) | 09/16/2015 | M | 6,000 | (5) | (5) | Class A Common Stock | 6,000 | $ 0 | 6,000 | D | ||||
| Class B Common Stock | (5) | 09/16/2015 | C | 6,000 | (5) | (5) | Class A Common Stock | 6,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Zezima Sharon S 3000 CLEARVIEW WAY SAN MATEO, CA 94402 |
General Counsel, Secretary | |||
| Eve T. Saltman, Attorney-in-Fact for Sharon Zezima | 09/18/2015 | |
| **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) | Includes 168 shares acquired under the Issuer's employee stock purchase plan on August 14, 2015. |
| (2) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
| (3) | In preparation of this Form 4, the Issuer realized the Forms 4 filed on June 5, 2015 and June 16, 2015 inadvertently omitted 6,705 Class A shares representing an RSU award previously granted to the Reporting Person. |
| (4) | When both ISO and NQ Stock Options granted on September 16, 2013 are combined, they vest over four years of continuous service as follows: 1/4 of the underlying shares vest on September 16, 2014, and 1/48 of the underlying shares vest monthly thereafter, subject to the Reporting Person's continuous service. |
| (5) | Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock is also convertible into Class A Common Stock on the same basis upon any transfer, whether or not for value, except for "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the date when the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of Common Stock then outstanding. |