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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 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 (1) | (3) | 03/11/2022 | M | 125,000 | (3) | (3) | Common Stock | 125,000 | $ 0 | 125,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOROWITZ COREY M 6 BROOKLAWN DRIVE WESTPORT, CT 06880 |
X | X | CEO and Chairman |
/s/ Corey M. Horowitz | 03/15/2022 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
(2) | 45,438 shares of common stock were delivered by Mr. Horowitz to satisfy withholding taxes resulting in net shares issued to Mr. Horowitz of 79,562. |
(3) | 125,000 restricted stock units settled on March 11, 2022 in accordance with an agreement with the Issuer, such restricted stock units vested on July 14, 2021 in accordance with Mr. Horowitz's employment agreement, dated July 14, 2016, with the Issuer. |
(4) | Includes shares of common stock owned indirectly by Mr. Horowitz, as follows: (i) 2,157,097 shares owned by CMH Capital Management Corp., an entity solely owned by Mr. Horowitz; (ii) 67,470 shares owned by Donna Slavitt, the wife of Mr. Horowitz, (iii) an aggregate of 452,250 shares held by two trusts and a custodian account for the benefit of Mr. Horowitz's three children; (iv) 2,291 shares of common stock held by Horowitz Partners, a general partnership of which Mr. Horowitz is a partner; and (v) 134,275 shares of common stock owned by CMH Capital Management Corp. Profit Sharing Plan, an entity of which Mr. Horowitz, as trustee, has sole voting and investment power with respect to the shares. |