SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/26/2013 M(1) 29,250 A $5.71 88,430 D
Common Stock 12/26/2013 M(1) 8,624 A $3.34 97,054 D
Common Stock 12/26/2013 S(1) 37,874 D $30.02(2) 59,180 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $5.71 12/26/2013 M(1) 29,250 (3) 01/20/2019 Common Stock 29,250 $0 0 D
Stock Options $3.34 12/26/2013 M(1) 8,624 (4) 02/09/2020 Common Stock 8,624 $0 106,376 D
Explanation of Responses:
1. The shares were sold pursuant to a predefined price target in a trading plan qualified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, that was effective December 12, 2013.
2. The price shown above represents the weighted average price of the shares sold. The range of sales prices was $30.00 and $30.04. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.
3. On January 20, 2009, the Reporting Person received a grant of 73,125 performance-based stock options under the Issuer's 1998 Stock Option Plan. Options vest and become exercisable 50% on the second anniversary of the date of grant and 50% on the third anniversary of the grant date. The actual number of options that were determined based on performance of the Issuer's common stock relative to the performance of stock comprising a selected market index was 29,250. As of December 26, 2013 all 29,250 stock options have vested.
4. On February 19, 2010, the Reporting Person was granted options to purchase shares of Common Stock under the Issuer's 2005 Omnibus Incentive Plan, which are subject to both performance conditions and time-based vesting. As of December 26, 2013, the performance criteria and the time-based criteria for 64,687 of these options has been satisfied. The options become exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant.
/s/ Luke Beshar, by Edward Stratemeier as attorney-in-fact 12/30/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.