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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 | ||||||||
Series C Preferred Stock | (3) | 05/24/2005 | D | 16,666 | 12/10/1999 | (4) | Common Stock | 17,020 | (3) | 4,168 | D | ||||
Series C Preferred Stock | (3) | 05/24/2005 | D | 4,168 | 01/21/2000 | (4) | Common Stock | 4,257 | (3) | 0 | D | ||||
Series C Preferred Stock | (3) | 05/24/2005 | D | 142,293 | (5) | (4) | Common Stock | 145,317 | (3) | 0 | I | thru New Vistas Investment Corp. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HARRIS JEFFREY R 17800 N. PERIMETER DRIVE SUITE 200 SCOTTSDALE, AZ 85255 |
X |
/s/ Betsy A. Eberg as Attorney-in-Fact for Jeffrey R. Harris | 05/26/2005 | |
**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) | The restricted stock units granted to Mr. Harris reflect 2,400 units for his re-election to the Audit and Corporate Governance and Nominating Committees, and 500 units for his re-election as Chairman of the Audit Committee. These restricted stock units vest one year after the date of grant. |
(2) | The restricted stock units granted to Mr. Harris reflect 22,500 units for his re-election to the Board of Directors. These restricted stock units vest three years after the date of grant. |
(3) | Reflects conversion of Series C preferred stock into shares of common stock at a conversion ratio equal to 1.02125 shares of common stock for every 1 share of Series C preferred stock. |
(4) | The Series C preferred stock has no expiration date. |
(5) | With respect to the 142,293 shares of Series C preferred stock held by New Vistas Investment Corporation, 15,000 shares first became exercisable 12/14/1998; 30,000 shares first became exercisable 12/31/1998; 5,625 shares first became exercisable 4/20/1999; 33,334 shares first became exercisable 10/22/1999; and 58,334 shares first became exercisable 11/30/1999. |