01/02/2025 | Press release | Distributed by Public on 01/02/2025 16:11
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 | ||||||||
Director Stock Option | $51.07 | 05/08/2015 | 05/08/2025 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $57.74 | 05/06/2016 | 05/06/2026 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $59.41 | 05/05/2017 | 05/05/2027 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $49.46 | 05/11/2018 | 05/11/2028 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $55.71 | 05/03/2019 | 05/03/2029 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $50 | 04/24/2020 | 04/24/2030 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $43.89 | 05/07/2021 | 05/07/2031 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $47.9 | 05/13/2022 | 05/13/2032 | Common Stock | 2,500 | 2,500 | D | ||||||||
Director Stock Option | $33.79 | 05/12/2023 | 05/12/2033 | Common Stock | 2,500 | 2,500 | D | ||||||||
Phantom Stock | (1) | 01/02/2025 | A | 418.814 | (2) | (2) | Common Stock | 418.814 | $38.8 | 26,052.855(3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHAPOTON JOHN E 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814 |
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/s/ Carlos L. Heard, by Power of Attorney | 01/02/2025 |
**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) | New phantom shares are issuable pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024 (the Deferred Compensation Plan), under its 2024 Stock Incentive Plan. Phantom shares issued prior to May 17, 2024, continue to be subject to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan. |
(2) | The conversion of phantom shares issued on or after May 17, 2024, into shares of the Issuers common stock is governed pursuant to terms of the Issuers Deferred Compensation Plan under its 2024 Stock Plan and the reporting persons Deferred Fee Agreement. The conversion of phantom shares issued prior to May 17, 2024, into shares of the Issuers common stock is governed pursuant to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan and the reporting persons Deferred Fee Agreement. |
(3) | Includes 388.019 shares awarded October 31, 2024 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan. |