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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 | $ 0 (1) | 04/17/2014 | A | 25,700 | 12/31/2015 | (2) | Common Stock | 25,700 | $ 0 | 25,700 | D | ||||
| 2014 Performance Based Restricted Stock Units | $ 0 (1) | 04/17/2014 | A | 89,949 (3) (4) | (3) | (2) | Common Stock | 89,949 (3) | $ 0 | 89,949 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NELSON RONALD L 6 SYLVAN WAY PARSIPPANY, NJ 07054 |
X | Chariman, CEO and President | ||
| Jean M. Sera, by Power of Attorney for Ronald L. Nelson | 04/21/2014 | |
| **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 restricted stock units which automatically convert to Common Stock upon the vesting of such units on a one-to-one basis. |
| (2) | Expiration date not applicable. |
| (3) | The award will vest based on total shareholder return ("TSR") to the Company's shareholders during the performance period beginning January 22, 2014 and ending January 22, 2017. The number of units that will vest will be based on the Company's relative TSR compared to the TSR of the Russell 1000 Index, using the 90 day trading average before the start and end of the performance period. 89,949 units will vest if the Company's TSR is at or above the 75th percentile of the index; 59,966 units if the Company's TSR is at or above the median of the index; 29,983 units if the Company's TSR is at or above the 35th percentile of the index; 14,992 units if the Company's TSR is at or above the 25th percentile of the index. The actual number of units that vest, based on the Company's TSR relative to the TSR of the index, shall be determined on a pro rata basis using straight line interpolation. Vesting of the award may accelerate based on achievement of certain other performance criteria. |
| (4) | The number of restricted stock units reported represents the maximum number of restricted stock units that may vest. |