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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BAINUM BARBARA 8171 MAPLE LAWN BLVD SUITE 375 FULTON, MD 20759 |
 |  X |  |  |
Christine A. Shreve; Attorney-in-fact | 02/08/2012 | |
**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) | Shares owned by the Barbara Bainum Declaration of Trust (the "BB Trust") in which Ms. Bainum is the sole trustee and current beneficiary. |
(2) | The proportionate interest of the BB Trust in shares (978,482) owned by Mid Pines Associates, L.P. ("Mid Pines"), in which the BB Trust has shared voting authority. |
(3) | The proportionate interest of the BB Trust in shares (6,821,574) owned by Realty Investment, Co, Inc.("Realty"), a real estate investment and management company in which Ms. Bainum is a noncontrolling shareholder. |
(4) | The proportionate interest of certain trusts in shares (978,482) owned by Mid Pines for the benefit of Ms. Bainum's nephews. Ms. Bainum is the sole trustee and her nephews are the beneficiaries. Beneficial ownership is disclaimed. |
(5) | The proportionate interest in shares (6,821,574) owned by Realty Investment Company, Inc. in: (a) an UTMA account for the benefit of Ms. Bainum's nephew and (b) a trust for the benefit of Ms. Bainum's nephew for which she is Trustee. Beneficial ownership is disclaimed. |
(6) | Shares owned by certain trusts for the benefit of Ms. Bainum's nephews. Ms. Bainum is the sole trustee and her nephews are the beneficiaries. Beneficial ownership is disclaimed. |
(7) | Shares owned by Shadow Holdings, LLC, a Limited Liability Company owned by Ms. Bainum, the BB Trust and a Grantor Retained Annuity Trust for which Ms. Bainum is the grantor. |
(8) | Effective September 8, 2011, a contribution of additional shares owned benefically through an interest in Realty was made to a trust for the benefit of Ms. Bainum's nephew. Ms. Bainum is Trustee. Beneficial ownership is disclaimed. |
(9) | On December 28, 2011, Ms. Bainum gifted shares to a trust for the benefit of her grandchild. |