|
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NOELL CHARLES III 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE, MD 21202 |
X |
/s/ Charles E. Noell, III | 08/07/2013 | |
**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) | Represents shares of the Issuer's common stock ("Common Stock") sold by JMI Equity Side Fund, L.P. ("Equity Side Fund"). Immediately following such sales, Equity Side Fund owns an aggregate of 0 shares of Common Stock. Mr. Noell is an officer and the sole managing member of JMI Equity Side Associates, L.L.C., the general partner of Equity Side Fund. Mr. Noell is a limited partner of Equity Side Fund. |
(2) | The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the reported transaction ranged from $42.16 to $43.03 per share. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. |
(3) | Represents shares directly held by Mr. Noell, including shares he received as a result of the pro rata distributions-in-kind made on August 6, 2013 by JMI Equity Fund IV Trust, JMI Associates IV Trust, JMI Equity Fund IV (AI) Trust, JMI Associates IV (AI) Trust, JMI Euro Equity Fund IV Trust, JMI Associates Euro IV Trust, JMI Equity Fund V Trust, JMI Associates V Trust, JMI Equity Fund V (AI) Trust and JMI Associates V (AI) Trust. Mr. Noell's receipt of the foregoing distributed shares was made for no consideration. Each such distribution was exempt from Section 16 of the Securities Exchange Act pursuant to Rule 16a-13. |
(4) | As of the date hereof, six family trusts for which Mr. Noell may be deemed to control investment decisions (the "Family Trusts") directly hold an aggregate of 93,388 shares of Common Stock, including shares they received in connection with the distributions described in footnote (3). Such receipt was made for no consideration, and each such distribution was exempt from Section 16 of the Securities Exchange Act pursuant to Rule 16a-13. The Family Trusts are irrevocable, and one or more beneficiaries of such trusts is an immediate family member of Mr. Noell. Mr. Noell disclaims Section 16 beneficial ownership of the shares held by such trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by such trusts, except to the extent of his pecuniary interest, if any, in the shares held by such trusts by virtue of his position with such trusts. |