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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHULER JACK W 12544 HIGH BLUFF DRIVE, SUITE 200 SAN DIEGO, CA 92130 |
X | X |
Robert J. Bujarski, attorney-in-fact for Jack W. Schuler | 01/09/2018 | |
**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 weighted average sale price for these transactions was $47.02 per share, with a range of $47.00 to $47.58. Upon request, the Reporting Person hereby undertakes to provide to staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder, the full information regarding the number of shares sold at each separate price. |
(2) | The shares reported on this Form 4 as indirectly owned by the Reporting Person include 3,119,053 shares held indirectly by the Reporting Person's trust, 65,000 shares held indirectly by the Reporting Person's spouse, and 242,000 shares held by the Schuler Grandchildren's LLC. On prior Form 4s these shares were reported as directly owned and did not include the Reporting Person's spouse's shares; these changes to indirect ownership and to include the Reporting Person's spouse's shares were made to correct a clerical error. |
(3) | In addition to the shares reported on this Form 4 as indirectly owned by the Reporting Person, 1,006,428 shares are held indirectly by the Schuler Family Foundation and 523,524 shares are held indirectly by trusts for the benefit of the Reporting Person's children. The Reporting Person disclaims all beneficial ownership of the shares owned by the foundation and the trusts for the benefit of his children, except to the extent of his pecuniary interest, if any. |
Remarks: All transactions reported herein were effected pursuant to a pre-established 10b5-1 trading plan established by The Schuler Grandchildren's LLC. |