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*
Caro Jodi J

(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)
VP - Genl Counsel & Secy
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 11/18/2014 M(1) 12,784 A $55.23 17,378.7035 D
Common Stock 11/18/2014 S(1) 12,784 D $73.0075(2) 4,594.7035 D
Common Stock 2,165.6635 I By Employee Stock Ownership Plan
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
Employee Stock Option (Right to Buy) $55.23 11/18/2014 M(1) 12,784 02/13/2015(3) 02/13/2024 Common Stock 12,784 $0.00 2,038 D
Employee Stock Option (Right to buy) $56 02/14/2014(3) 02/14/2023 Common Stock 10,746 10,746 D
Performance Rights $0.00(4) 01/01/2017(4) 03/15/2017 Common Stock 5,952 5,952 D
Performance Rights $0.00(4) 01/01/2016(4) 03/15/2016 Common Stock 3,808 3,808 D
Performance Rights $0.00(4) 01/01/2015(4) 03/15/2015 Common Stock 1,969 1,969 D
Restricted Stock Units 2011 (5) 02/10/2012 02/10/2015 Common Stock 132.2461 132.2461 D
Restricted Stock Units 2012 (5) 02/09/2013 02/09/2016 Common Stock 383.1346 383.1346 D
Restricted Stock Units 2013 (5) 02/14/2014 02/14/2017 Common Stock 881.9363 881.9363 D
Restricted Stock Units 2014 (5) 02/13/2015 02/13/2018 Common Stock 1,800.4352 1,800.4352 D
Explanation of Responses:
1. The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 7, 2014.
2. The weighted average sale price reflects multiple transactions at prices ranging from $73.00 - $73.023.
3. Effective October 24, 2014, the Board of Directors accelerated the vesting of all the outstanding stock options, and all outstanding stock options are now fully vested.
4. Performance stock rights represent the right to receive shares of common stock of the Company, in the event certain performance goals are satisfied. These goals are based on Company performance against an established industry benchmark, over a three year performance period. The final award of shares issued can be between 0% and 200% of the reported target award.
5. Each restricted stock unit represent a contingent right to receive one share of Company common stock. The restricted stock units vest in four equal annual installments beginning on the exercisable date.
Dane E. Allen, as Power of Attorney for Ms. Caro 11/19/2014
** 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.