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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 | |
Zerhouni Elias A. 2200 PENNSYLVANIA AVENUE, NW SUITE 800W WASHINGTON, DC 20037 |
X |
/s/ James F. O'Reilly, attorney-in-fact for Elias A. Zerhouni, M.D. | 03/18/2016 | |
**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) | This transaction involved a gift of securities by the reporting person to his spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or any other purpose. |
(2) | The reporting person gifted 3,750 shares of issuer common stock to an LLC that he controls (the "LLC") by contributing 3,713 shares directly to the LLC and contributing 37 shares to a trust which in turn contributed such shares to the LLC. The reporting person has investment and voting control over all issuer securities held by the trust and the LLC and the reporting person's family members are the beneficiaries of the trust. The reporting person then contributed his membership interest in the LLC to the trust in exchange for assets of equivalent value. |
(3) | The reporting person's spouse gifted 3,750 shares of issuer common stock to the LLC by contributing 3,713 shares directly to the LLC and contributing 37 shares to a trust which in turn contributed such shares to the LLC. The reporting person has investment and voting control over all issuer securities held by the trust and the LLC and the reporting person's family members are the beneficiaries of the trust. The reporting person's spouse then contributed her membership interest in the LLC to the trust in exchange for assets of equivalent value. |