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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 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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 55.16 | 02/11/2009 | D | 5,000 | (1) | 06/02/2015 | Common Stock | 5,000 | $ 5,950 (2) | 205,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 45.79 | 02/11/2009 | D | 100,000 | (3) | 08/25/2015 | Common Stock | 100,000 | $ 154,000 (4) | 105,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 41.45 | 02/11/2009 | D | 30,000 | (5) | 02/22/2016 | Common Stock | 30,000 | $ 60,600 (6) | 75,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 39.01 | 02/11/2009 | D | 50,000 | (7) | 02/27/2017 | Common Stock | 50,000 | $ 119,500 (8) | 25,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 35.89 | 02/11/2009 | D | 25,000 | (9) | 02/26/2018 | Common Stock | 25,000 | $ 72,500 (10) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MULLEN DENNIS B 6312 S. FIDDLER'S GREEN CIRCLE SUITE 200N GREENWOOD VILLAGE, CO 80111 |
X | Chief Executive Officer | ||
| Attorney-in-Fact Annita M. Menogan | 02/13/2009 | |
| **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) | These options vested and became fully exercisable in equal monthly installments over the 12-month period following the date of grant. As of February 11, 2009, 5,000 shares of common stock underlying the option had vested. |
| (2) | On February 11, 2009, the issuer cancelled the reporting person's options that were tendered for cash in the aggregate amount of $412,550.00 (less tax withholdings). Such cancellation was made pursuant to the issuer's tender offer statement filed on Schedule TO (the "Schedule TO") dated January 14, 2009, as filed with the Securities and Exchange Commission (the "SEC") on January 14, 2009, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on January 27, 2009. |
| (3) | The option vested as to the 1/24th of the total number of shares of common stock underlying the option on September 25, 2005. The remaining number of shares vested in 23 substantially equal monthly installments beginning on October 25, 2005. As of February 11, 2009, 100,000 shares of common stock underlying the option had vested. |
| (4) | See Footnote No. 2 of this Form 4. |
| (5) | 25% of the option vested as of February 22, 2007, and thereafter 75% of the option vested in 36 substantially equal monthly installments, with the first installment vesting on the same day of the month following the month in which the first anniversary of the award date occurred and an additional installment vesting on the same day of each of the 35 months thereafter. As of February 11, 2009, 21,875 shares of common stock underlying the option had vested. |
| (6) | See Footnote No. 2 of this Form 4. |
| (7) | 25% of the option vested as of February 27, 2008, and thereafter 75% of the option vested in 36 substantially equal monthly installments, with the first installment vesting on the same day of the month following the month in which the first anniversary of the award date occurred and an additional installment vesting on the same day of each of the 35 months thereafter. As of February 11, 2009, 23,958 shares of common stock underlying the option had vested. |
| (8) | See Footnote No. 2 of this Form 4. |
| (9) | 25% of the option would have vested on February 26, 2009, and thereafter 75% of the option would have vested in 36 substantially equal monthly installments. |
| (10) | See Footnote No. 2 of this Form 4. |