11/07/2024 | Press release | Distributed by Public on 11/07/2024 10:24
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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 | ||||||||
Restricted Stock Units | (4) | 11/05/2024 | M | 25,000 | (4) | (4) | Common Stock | 25,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hayden Phillip Brady 8484 GEORGIA AVE SUITE 700 SILVER SPRING, MD 20910 |
Chief Financial Officer |
/s/ P. Brady Hayden | 11/07/2024 |
**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) | Restricted stock units convert into common stock on a one-for-one basis. |
(2) | Represents the withholding of shares of the Company's common stock for tax purposes in connection with the vesting of restricted stock units previously granted, which does not constitute an actual sale or other open market transaction. |
(3) | Reflects the exempt transfer of 17,508 shares from Mr. Hayden to P. Brady Hayden Revocable Trust on November 6, 2024 for no consideration. The reporting person is trustee of the trust, and the reporting person is the sole beneficiary of the trust. The reporting person remains the beneficial owner of the securities held by the trust. |
(4) | On May 8, 2024 ("Grant Date"), the Company granted Brady Hayden 50,000 restricted stock units ("RSUs") under the 2020 Omnibus Incentive Plan. Each RSU represented a contingent right to receive one share of common stock. On August 12, 2024, the Board determined that the Company met the performance condition of achieving $3,000,000 in adjusted free cash flow and, as a result, 25,000 of these RSUs vested on that date. On November 5, 2024, the Board determined that the Company met the performance condition of achieving $5,300,000 in adjusted free cash flow and, as a result, the remaining 25,000 of these RSUs vested. |