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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 | ||||||||
| Performance Share Units | (4) | 05/02/2005 | A | 14,450 | (1) | (1) | Common Stock | 14,450 | (1) | 104,450 (2) | D | ||||
| Performance Share Units | (4) | 05/02/2005 | M | 3,613 | (1) | (1) | Common Stock | 3,613 | (1) | 100,837 (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARNHILL ROBERT B JR 11126 MCCORMICK ROAD HUNT VALLEY, MD 21031 |
X | X | CEO, President | |
| Robert B. Barnhill, Jr. by David Young by Power of Attorney | 05/04/2005 | |
| **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) | A Performance Share Unit, sometimes referred to as a Performance Stock Unit or PSU, represents the conditional right to receive one Share of Common Stock. PSU's granted in April 2004 resulted in the earning, with respect to the fiscal year ended March 2005 and based on the extent to which certain performance criteria were satisfied during fiscal year 2005, of the right to receive 14,450 shares of Common Stock. Once earned, the PSU's vest and are paid through the issuance of shares of Common Stock in four approximately equal annual installments commencing on or about May 1, 2005, 2006, 2007 and 2008, subject to the reporting person's continued employment or association with the Issuer on the date that such shares of Common Stock are to be issued. |
| (2) | In respect of the PSU's granted in April 2004 with respect to fiscal year 2005, on May 2, 2005, the reporting person earned the right to receive 14,450 shares of Common Stock. The reporting person was employed by the issuer on May 2, 2005, resulting in the vesting and issuance of 3,613 of the 14,450 shares of Common Stock so earned. The remaining 10,837 shares have been earned, but are not yet vested. |
| (3) | All shares are owned directly, except for 160,644 shares which are owned indirectly. The nature of the indirect beneficial ownership is as follows: 52,500 by son; 52,500 by son; 15,000 held in trust (reporting person disclaims beneficial ownership); 30,000 by spouse; 10,000 held by a private foundation (reporting person disclaims beneficial ownership); 644 by 401(k) plan. |
| (4) | 1 for 1 |