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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 | |
LEMMO MARK A 781 THIRD AVENUE KING OF PRUSSIA, PA 19406 |
EVP, Corp.& Bus. Development |
/s/ Claire H. Hanna, Attorney-in-Fact for Mark A. Lemmo | 01/04/2012 | |
**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 transaction reported reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability. The restricted stock units were part of an award granted to the reporting person on January 1, 2009 pursuant to the company's 1999 Restricted Stock Plan in accordance with the company's Long-Term Compensation Program that vested, in full, on January 1, 2012 together with accrued dividend equivalents. |
(2) | The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (1). |
(3) | The transaction reported represents the vesting of an award of performance-based restricted stock units granted to the reporting person on January 1, 2009 pursuant to the company's 1999 Restricted Stock Plan in accordance with the 2009-2012 cycle under the company's Long-Term Compensation Program. Based on the achievement level of the 2009-2012 cycle performance goals, 31% of the reporting person's target performance-based restricted stock unit award, or 1,605 restricted stock units, vested on January 1, 2012, together with 12.5036 additional shares representing accrued dividend equivalents. |
(4) | The transaction reported reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability in connection with the transaction described in Note (3). |
(5) | The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (3). |
(6) | Restricted stock units granted pursuant to the company's 2009 Stock Incentive Plan in accordance with the company's Long-Term Compensation Program. |
(7) | As of the most recently published account statement, the reporting person beneficially owned this number of whole shares of common stock pursuant to the InterDigital Savings and Protection Plan. |