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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 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 | $ 3.14 | 04/15/2016 | 04/15/2026 | Common Stock | 59,459 | 59,459 | D | ||||||||
Stock Option | $ 7.92 | 03/08/2018 | 03/08/2028 | Common Stock | 20,000 | 20,000 | D | ||||||||
Stock Option | $ 7.53 | 08/30/2019 | 08/30/2029 | Common Stock | 22,222 | 22,222 | D | ||||||||
Stock Option | $ 7.28 | 12/20/2019(2) | 12/20/2029 | Common Stock | 20,000 | 20,000 | D | ||||||||
Stock Option | $ 13.5 | 12/22/2021 | D | 20,000 | 12/22/2021 | 12/22/2024 | Common Stock | 20,000 | $ 13.5 | 0 | D | ||||
Stock Option | $ 12.27 | 12/22/2021 | D(3) | 100,000 | 12/22/2021 | 12/22/2028 | Common Stock | 100,000 | $ 12.27 | 0 | D | ||||
Stock Option | $ 13.5 | 04/08/2022 | A(4) | 20,000 | 12/22/2022(5) | 12/22/2024 | Common Stock | 20,000 | $ 13.5 | 20,000 | D | ||||
Stock Option | $ 12.27 | 04/08/2022 | A(4) | 100,000 | 12/22/2022(6) | 12/22/2028 | Common Stock | 100,000 | $ 12.27 | 100,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Portnoy Mark L. 700 BROOKER CREEK BLVD SUITE 1800 OLDSMAR, FL 34677 |
X | X | Co-CEO |
/s/ Mark Portnoy | 04/14/2022 | |
**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) | Shares of Common Stock held by Capital Asset Fund #1 Limited Partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its general partner. |
(2) | Stock options will vest 1/3 on the date of grant, 1/3 on December 1, 2020 and 1/3 on December 1, 2021. |
(3) | On April 8, 2022, the stock options were cancelled by mutual agreement of the reporting person and the issuer. |
(4) | The stock options are subject to the approval of the 2022 Equity Incentive Plan, which vote is expected to occur at the Company's 2022 Annual Meeting. |
(5) | One-third of the stock options will vest on December 22, 2022, one-third will vest on January 22, 2023 and one-third on January 22, 2024. |
(6) | Stock options vest immediately when the price of the Company's stock reaches $25.00 per share during the seven-year option term. |