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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fidelity National Financial, Inc. 601 RIVERSIDE AVENUE JACKSONVILLE, FL 32204 |
X | |||
Fidelity National Special Opportunities, Inc. C/O FIDELITY NAT'L.INFO.SERVICES, INC. 601 RIVERSIDE AVENUE JACKSONVILLE, FL 32204 |
X | |||
New Athena Merger Sub, Inc. C/O FIDELITY NATIONAL FINANCIAL, INC. 601 RIVERSIDE AVENUE JACKSONVILLE, FL 32204 |
X |
FIDELITY NATIONAL FINANCIAL, INC. By: /s/ Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary | 09/27/2012 | |
**Signature of Reporting Person | Date | |
FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC. By: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary | 09/27/2012 | |
**Signature of Reporting Person | Date | |
NEW ATHENA MERGER SUB, INC. By: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary | 09/27/2012 | |
**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 shares are held by New Athena Merger Sub, Inc. ("New Athena"). New Athena is an indirect, wholly-owned subsidiary of Parent and a direct, wholly-owned subsidiary of Fidelity National Special Opportunities, Inc. ("FNSO"). FNSO is a wholly-owned subsidiary of Parent. The shares may also be deemed to be indirectly beneficially owned by Parent and FNSO. |
(2) | Reflects shares purchased in a tender offer. |
(3) | Also reflects 1,374,503 shares acquired upon Parent's exercise of a "top-up option" relating to the tender offer, which shares Parent contributed to FNSO and which shares FNSO then contributed to Merger Sub on September 26, 2012. |