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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 | ||||||||
Phantom Share Units | (1) | 05/22/2012 | M | 1,549 | (3) | (3) | Registered Shares | 1,549 | (1) | 15,223 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Henry Joseph C. 2000 ST. JAMES PLACE HOUSTON, TX 77056 |
Sr. VP & Co-General Counsel |
Joseph C. Henry | 05/23/2012 | |
**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 Issuer's Executive Deferred Compensation Stock Ownership Plan (the "Plan") was terminated effective May 22, 2012, resulting in a partial distribution to the Reporting Person pursuant to the Plan (the "Distribution"). The shares were fully owned and vested for at least three years and do not represent a new acquisition. The phantom share units converted to registered shares on a one-for-one basis. |
(2) | Transaction was a withholding, pursuant to the Plan, of a portion of the shares issuable pursuant to the Distribution to satisfy the reporting person's tax withholding obligations resulting from the Distribution. |
(3) | All units are fully vested. Termination of the Plan on May 22, 2012 resulted in the Distribution. Remaining units generally will be distributed on the earlier of January 1, 2017 or separation of service by the Reporting Person. |