1.
|
Names of Reporting Persons
|
David S. Utterberg
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a) o | |||
(b) o | |||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions) OO | ||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||
6.
|
Citizenship or Place of Organization
|
United States
|
|
Number of
|
7. Sole Voting Power
|
4,982,148 *
|
|
Shares Bene-
|
|||
ficially Owned
|
8. Shared Voting Power
|
0
|
|
By Each
|
|||
Reporting
|
9. Sole Dispositive Power
|
4,982,148 *
|
|
Person With
|
|||
10. Shared Dispositive Power
|
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 4,982,148 * | ||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||
13.
|
Percent of Class Represented by Amount in Row (11) 9.2% | ||
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
Date of Issuance
|
Number of Shares of Common
Stock Issued on the Date of Issuance |
Closing Price of Common
Stock on the Date of Issuance |
|||||||
March 30, 2007
|
581
|
$13.32
|
|||||||
June 29, 2007
|
367
|
$12.93
|
|||||||
September 28, 2007
|
500
|
$14.49
|
|||||||
December 31, 2007
|
543
|
$15.17
|
|||||||
March 31, 2008
|
2,604
|
$4.32
|
|||||||
June 30, 2008
|
2,343
|
$3.84
|
|||||||
June 30, 2011
|
156
|
$20.82
|
·
|
a $15,000 annual retainer for their service as directors, to be paid quarterly in advance;
|
·
|
$2,500 for each board meeting attended by the director in person, $1,000 for each board meeting attended by telephone and $1,000 for each committee meeting attended where the committee meeting is scheduled on a date other than a board meeting;
|
·
|
if he or she is a member of the Company’s Audit Committee, an additional annual retainer of $6,000 (or $10,000 for the Audit Committee Chairperson), paid quarterly in advance;
|
·
|
if he or she is a member of any committee other than the Company’s Audit Committee, an additional annual retainer of $4,000 for each other committee, paid quarterly in advance;
|
·
|
expense reimbursement for attending board of directors and committee meetings; and
|
·
|
on the date of the Company’s annual meeting of stockholders at which such non-employee director is elected, a fully vested stock option to purchase 14,000 shares of Common Stock with an exercise price equal to the then fair market value of the Common Stock, as determined by the closing price of Common Stock on the date of the grant. For a director elected or otherwise appointed to the Company’s board of directors on a date other than the date of an annual meeting of stockholders, such director will receive a fully vested stock option to purchase 14,000 shares of Common Stock pro-rated for the period between the date he or she is first elected to the Company’s board of directors and the date of the next annual meeting of stockholders.
|
Date of Transaction
|
No. of Shares
|
Price per Share
(dollars) |
Transaction Type
|
|||
April 26, 2011
|
3,913
|
$24.5174
|
(1)
|
Sale
|
||
April 27, 2011
|
5,400
|
$24.6770
|
(2)
|
Sale
|
||
April 28, 2011
|
914
|
$24.5322
|
(3)
|
Sale
|
||
April 29, 2011
|
13,466
|
$24.6525
|
(4)
|
Sale
|
||
May 2, 2011
|
10,915
|
$24.5372
|
(5)
|
Sale
|
||
May 19, 2011
|
6,100
|
$19.1973
|
(6)
|
Sale
|
||
May 26, 2011
|
8,174
|
$18.5500
|
Sale
|
(7)
|
||
May 26, 2011
|
14,000
|
$10.8300
|
Purchase
|
(7)
|
||
June 10, 2011
|
20,000
|
$19.0247
|
(8)
|
Sale
|
||
June 13, 2011
|
20,000
|
$19.0505
|
(9)
|
Sale
|
||
June 14, 2011
|
20,000
|
$19.3917
|
(10)
|
Sale
|
||
June 15, 2011
|
20,000
|
$19.4754
|
(11)
|
Sale
|
||
June 16, 2011
|
11,900
|
$19.0356
|
(12)
|
Sale
|
||
June 17, 2011
|
20,000
|
$19.2230
|
(13)
|
Sale
|
||
June 20, 2011
|
20,000
|
$19.4513
|
(14)
|
Sale
|
||
June 21, 2011
|
50,000
|
$20.0579
|
(15)
|
Sale
|
||
June 22, 2011
|
46,075
|
$20.2849
|
(16)
|
Sale
|
||
June 23, 2011
|
28,981
|
$19.8300
|
(17)
|
Sale
|
||
June 24, 2011
|
38,398
|
$19.9684
|
(18)
|
Sale
|
||
June 27, 2011
|
50,000
|
$20.2418
|
(19)
|
Sale
|
||
June 28, 2011
|
50,000
|
$20.5009
|
(20)
|
Sale
|
||
June 29, 2011
|
50,000
|
$20.3789
|
(21)
|
Sale
|
||
June 30, 2011
|
48,546
|
$20.5391
|
(22)
|
Sale
|
(1)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $24.50 to $24.55. Mr. Utterberg undertakes to provide upon request by the staff of the SEC full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in footnotes (1) through (6) and (8) through (22) to this table.
|
(2)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $24.55 to $24.76.
|
(3)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $24.50 to $24.61.
|
(4)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $24.51 to $24.75.
|
(5)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $24.50 to $24.79.
|
(6)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.09 to $19.39.
|
(7)
|
On May 26, 2011, Mr. Utterberg exercised certain options to purchase 14,000 shares of Common Stock and paid such option’s exercise price of $10.83 per share by delivery of 8,174 shares of Common Stock.
|
(8)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.00 to $19.11.
|
(9)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.00 to $19.15.
|
(10)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.15 to $19.68.
|
(11)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.04 to $19.66.
|
(12)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.00 to $19.09.
|
(13)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.00 to $19.62.
|
(14)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.06 to $19.73.
|
(15)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.86 to $20.26.
|
(16)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $20.06 to $20.49.
|
(17)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.23 to $20.10.
|
(18)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.60 to $20.09.
|
(19)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $19.85 to $20.42.
|
(20)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $20.27 to $20.73.
|
(21)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $20.26 to $20.49.
|
(22)
|
This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions pursuant to the Trading Plan at sales prices ranging from $20.34 to $20.87.
|
|
|
/s/ David S. Utterberg | |
David S. Utterberg
|