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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 | ||||||||
Stock Appreciation Right | $ 97.35 | 02/09/2018 | A | 166,410 (2) | 02/09/2021(2) | 02/09/2028(2) | Common Stock | 166,410 | $ 0 | 166,410 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Livingston Robert C/O DOVER CORPORATION 3005 HIGHLAND PARKWAY DOWNERS GROVE, IL 60515 |
X | CEO and President |
/s/ Robert Livingston by Alison M. Rhoten, Attorney-in-fact | 02/13/2018 | |
**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) | Represents grant of restricted stock units ("RSUs") under the 2012 Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Dover common stock. The RSUs will vest in three annual tranches beginning on March 15, 2019. The Reporting Person is eligible for retirement treatment under the Plan which entitles him to have the RSUs continue to vest following retirement. Pursuant to the terms of this grant, if the Reporting Person retires prior to the vesting date for any tranche the number of RSUs of that tranche and any other remaining tranche will be adjusted on a pro rata basis based on the number of days he was employed on and after January 1, 2018 divided by 365 (for the first tranche), 730 (for the second tranche) or 1095 (for the third tranche). All forms of equity compensation granted to the Reporting Person on February 9, 2018 are subject to a similar pro rata construct. |
(2) | The Reporting Person is eligible for retirement treatment under the Plan which entitles him to have the SSARs continue to vest if he retires prior to January 9, 2021. Pursuant to the terms of the grant, if the Reporting Person retires prior to 2/9/2021, the number of SSARs will be adjusted on a pro rata basis based on the number of days he was employed from the period January 1, 2018 through December 31, 2020 divided by 1095. |