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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 (3) | $ 0 | 01/02/2019 | M | 1,282 (4) | 01/02/2019 | (5) | Common Stock | 1,282 | $ 0 | 1,282 | D | ||||
Restricted Stock Units (3) | $ 0 | 01/02/2019 | M | 628 (1) | 01/02/2019 | (5) | Common Stock | 628 | $ 0 | 654 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOVSEPIAN RONALD W ONE ROGERS STREET CAMBRIDGE, MA 02142 |
X |
/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Ronald Hovsepian | 01/04/2019 | |
**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 initial vesting on January 2, 2019, the first business day following the effective date of Mr. Hovsepian's appointment to the Board of Directors as of January 1, 2019. The original grant was 1,282 Restricted Stock Units (RSUs). The remaining 654 shares will vest on March 28, 2019. The exact cash value of the shares was pro-rated to reflect the number of days of expected service from the date of his appointment, to the next Annual Meeting of Stockholders. |
(2) | Does not include shares of common stock subject to unvested restricted stock units and/or options awards. |
(3) | Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock. |
(4) | Represents shares of unrestricted common stock received as consideration for Mr. Hovsepian's services as a Director for the upcoming prorated portion of the current year. |
(5) | Once vested, the shares of common stock are not subject to expiration. |