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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $ 3.9 | 10/27/2004 | M | 15,000 | (4) | 11/13/2007 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 17.47 | 10/27/2004 | M | 10,000 | (5) | 11/07/2012 | Common Stock | 10,000 | $ 0 | 390,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 17.47 | (6) | 11/07/2012 | Common Stock | 800 | 800 | I | FBO children (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
THORNLEY ANTHONY S 5775 MOREHOUSE DR. SAN DIEGO, CA 92121-1714 |
President |
By: Noreen E. Burns, Attorney-in-Fact For: Anthony S. Thornley | 10/27/2004 | |
**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) | Securities held by Anthony Thornley and Gillian Thornley as trustees for the Thornley Family Trust dtd. 03/10/00. |
(2) | The disposition of shares was conducted under a 10b5-1 Plan, as defined under the Securities Exchange Act of 1934, as amended. |
(3) | These shares are held by the insider's sons, Christian A. Thornley, Alexander N. Thornley, and Warren T. Thornley, who reside at the insider's residence. The insider disclaims all beneficial ownership in all such shares. This also reflects exempt shares purchased by Christian A. Thornley pursuant to the issuer's Employee Stock Purchase Plan. |
(4) | Employee stock options granted under the Company's 1991 Stock Option Plan. The options vest in five equal annual installments beginning on November 14, 1998. |
(5) | The options vest 10% on the six month anniversary of the date of grant and the remaining balance vests monthly thereafter. The option is fully vested five years after the date of grant. |
(6) | The options vest 20% on the one year anniversary of the date of grant and the remaining balance vests monthly thereafter. The option is fully vested five years after the date of grant. |
(7) | These stock options are held by the insider's son, Christian A. Thornley, who resides at the insider's residence. The insider disclaims all beneficial ownership in all such stock options. |