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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 | (6) | 02/24/2012 | M | 34,621.019 (7) | (8) | (8) | Common Stock | 34,621.019 (7) | $ 0 | 34,621.023 (9) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WATJEN THOMAS R 1 FOUNTAIN SQUARE CHATTANOOGA, TN 37402 |
X | President and CEO |
/s/ Jullienne, J. Paul, Attorney-in-Fact | 02/28/2012 | |
**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 withheld to satisfy tax withholding obligation applicable to the vesting of 98,665.290 stock-settled RSUs (as defined in footnote (2) below). |
(2) | Includes 237,832 restricted stock units, which may be settled, on a 1-for-1 basis, only in shares of common stock ("stock-settled RSUs"), and 721,885 shares of common stock. Fractional amounts have been rounded to the nearest whole number. |
(3) | Shares withheld to satisfy tax withholding obligation applicable to the vesting of 34,621.019 stock-settled RSUs. |
(4) | Includes 203,211 stock-settled RSUs and 744,388 shares of common stock. Fractional amounts have been rounded to the nearest whole number. |
(5) | Includes 203,211 stock-settled RSUs and 779,009 shares of common stock. Fractional amounts have been rounded to the nearest whole number. |
(6) | The restricted stock units may be settled solely in cash ("cash-settled RSUs"). Each cash-settled RSU is the economic equivalent of one share of common stock of the issuer. |
(7) | Represents the portion of the cash-settled RSUs granted on February 25, 2010 (the "2010 cash-settled RSUs") that vested on February 25, 2012, including a total of 1,1309.019 dividend equivalent rights accrued thereon. |
(8) | The 2010 cash-settled RSUs vest in three equal annual installments beginning on February 25, 2011. Vested units are to be settled within 30 days after the vesting date. |
(9) | Beneficial ownership amount accounts for the exempt acquisitions of a total of 1,211.180 dividend equivalent rights on the 2010 cash-settled RSUs pursuant to the reinvestment of dividends after February 25, 2011. The rights accrued when and as dividends were paid on shares underlying the 2010 cash-settled RSUs and became vested proportionately with and subject to settlement upon the same terms as the 2010 cash-settled RSUs to which they related. Each dividend equivalent right is the economic equivalent of one share of common stock of the issuer. |