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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 | ||||||||
| Performance Shares | (3) | 01/20/2010 | A | 5,612.5 (4) | 12/31/2012 | 12/31/2012 | Common Stock | 5,612.5 | (5) | 5,612.5 | D | ||||
| Employee Stock Option (Right to Buy) | $ 22.965 | 01/20/2010 | A | 7,476 (6) | 01/20/2011 | 01/20/2020 | Common Stock | 7,476 | $ 22.965 | 7,476 | D | ||||
| Performance Shares | (7) | 01/20/2010 | M | 8,437.5 | 12/31/2009 | 12/31/2009 | Common Stock | 8,437.5 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FERRARA ALBERT E JR 9227 CENTRE POINTE DR WEST CHESTER, OH 45069 |
Vice President Finance and CFO | |||
| /s/ Albert E. Ferrara, Jr. | 01/22/2010 | |
| **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) | This represents Common Stock which was earned pursuant to a January 18, 2007 grant of Performance Shares. The Common Stock was issued at a conversion rate of 1.5 shares of Common Stock for each Performance Share awarded. Additional shares were awarded for the value of any dividends the participant would have been entitled to during the performance period had he held such shares during the performance period. The Performance Shares resulting in the issuance of these shares of Common Stock did not constitute derivative securities. They therefore were not required to be reported and were not reported on a Form 4 at the time of the January 18, 2007 award. |
| (2) | This represents Common Stock which was earned pursuant to a January 18, 2007 grant of Performance Shares. The Common Stock was issued at a conversion rate of 1.1794 shares of Common Stock for each Performance Share awarded. Additional shares were awarded for the value of any dividends the participant would have been entitled to during the performance period had he held such shares during the performance period. The Performance Shares resulting in the issuance of these shares of Common Stock constituted derivative securities. They therefore were reported on a Form 4 at the time of the January 18, 2007 award. |
| (3) | Each Performance Share represents a contingent right to receive 0 to 1.5 shares of Common Stock. The conversion rate(0, .5, 1 or 1.5) ultimately applied to these Performance Shares will be determined based on the compounded annual growth rate ("CAGR") of the Common Stock between January 1, 2010 and December 31, 2012 (the "Performance Period"). |
| (4) | This represents one half of the Performance Shares which were awarded on January 20, 2010 and are required to be reported at this time because they constitute derivative securities. The other half do not constitute derivative securities and therefore are not required to be reported at this time. |
| (5) | The number of shares of Common Stock underlying this grant of the Performance Shares will be 0 to 1.5 times the number of Performance Shares granted depending on the CAGR achieved during the Performance Period. |
| (6) | Options vest in three equal annual installments beginning one year after grant date. |
| (7) | This represents Common Stock which was earned pursuant to a January 18, 2007 grant of Performance Shares. The Common Stock was issued at a conversion rate of 1.1794 shares of Common Stock for each Performance Share awarded. Additional shares were awarded for the value of any dividends the participant would have been entitled to during the performance period had he held such shares during the performance period. The Performance Shares resulting in the issuance of these shares of Common Stock constituted derivative securities. They therefore were reported on a Form 4 at the time of the January 18, 2007 award. |