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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 | ||||||||
Stock Option (Right to Buy) | $ 4.25 | 09/19/2012 | D | 5,000 | (1) | 07/22/2013 | Common Stock | 5,000 | (7) | 0 | D | ||||
Stock Option (Right to Buy) | $ 13.09 | 09/19/2012 | D | 5,000 | (2) | 05/15/2014 | Common Stock | 5,000 | (7) | 0 | D | ||||
Stock Option (Right to Buy) | $ 6.1 | 09/19/2012 | D | 10,000 | (3) | 07/24/2015 | Common Stock | 10,000 | (7) | 0 | D | ||||
Stock Option (Right to Buy) | $ 8.22 | 09/19/2012 | D | 20,000 | 12/21/2005 | 12/21/2015 | Common Stock | 20,000 | (7) | 0 | D | ||||
Stock Option (Right to Buy) | $ 9.5 | 09/19/2012 | D | 10,000 | 12/21/2005 | 12/21/2015 | Common Stock | 10,000 | (7) | 0 | D | ||||
Stock Option (Right to Buy) | $ 4.1 | 09/19/2012 | D | 10,000 | (4)(6) | 11/23/2016 | Common Stock | 10,000 | (7) | 0 | D | ||||
Stock Option (Right to Buy) | $ 5.5 | 09/19/2012 | D | 15,000 | (5)(6) | 08/08/2018 | Common Stock | 15,000 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOORE J MICHAEL 3401 WEST END AVENUE, SUITE 260 NASHVILLE, TN 37203 |
VP Human Resources & Admin. |
/s/ Mark A. Parkey, Attorney in Fact | 09/21/2012 | |
**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) | The option vested in three equal installments on July 22, 2004, 2005, and 2006. |
(2) | The option vested on May 15, 2011. |
(3) | The option vested in four equal installments on July 24, 2009, 2010, 2011, and 2012. |
(4) | The option was scheduled to vest in four equal installments on November 23, 2010, 2011, 2012, and 2013. |
(5) | The option was scheduled to vest in four equal installments on August 8, 2012, 2013, 2014, and 2015. |
(6) | The option became fully vested and exercisable in accordance with its terms and pursuant to the terms of that certain Amended and Restated Agreement and Plan of Merger, dated July 30, 2012, by and among the Company, Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and certain affiliates of Fidelity, as amended by the First Amendment, dated September 5, 2012, (the "Merger Agreement"), on September 19, 2012, following the completion of the tender offer (the "Tender Offer") commenced by New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly owned subsidiary of Fidelity. |
(7) | The option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment equal to the difference between the offer price in the Tender Offer ($14.50) and the exercise price per option, less any required withholding taxes. |