|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 8.02 | 10/04/2010 | A | 100,000 (2) | 10/10/2011 | 10/04/2020 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHERWOOD RODERICK M III C/O WESTWOOD ONE, INC. 1166 AVENUE OF THE AMERICAS, 10TH FLOOR NEW YORK, NY 10036 |
President and CFO | |||
| David Hillman, as attorney-in-fact for Roderick M. Sherwood, III | 10/06/2010 | |
| **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) | Grant of restricted stock units ("RSUs") on October 4, 2010 that vest in one-third increments on October 10, 2011, 2012 and 2013, respectively. The RSUs convert on a "1 for 1" basis. One share of stock is distributed with respect to each vested RSU as soon as practicable following the earlier of the vesting date or the Reporting Person's "Termination" (as such term is defined in the Westwood One, Inc. 2010 Equity Compensation Plan) unless the Reporting Person elects to defer payment of the Award. The Reporting Person may elect to defer payment of the Award until either: (i) a future date chosen by the Reporting Person (which date shall not be earlier than October 10, 2013), provided, that, if the Reporting Person's Termination occurs prior to the date specified, the shares relating to the vested RSUs as of that date will be distributed on the date of such Termination; or (ii) the date of the Reporting Person's Termination. |
| (2) | Option to buy 100,000 shares of common stock of Westwood One, Inc. at $8.02/share that will become exercisable in one-third increments on October 10, 2011, 2012 and 2013. Such option was awarded under the Westwood One, Inc. 2010 Equity Compensation Plan (which is an amendment and restatement of the Westwood One, Inc. 2005 Equity Compensation Plan) which became effective February 12, 2010 and was approved by Westwood's stockholders on July 30, 2010. |