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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 | ||||||||
| Phantom Shares (1) | (1) | 10/10/2007 | M | 625.50 | (1) | (1) | Common Stock | 625.50 | (1) | 1,252.50 (2) | D | ||||
| Phantom Shares (3) | (3) | 10/15/2007 | M | 1,214.5748 | (3) | (3) | Common Stock | 1,214.5748 | (3) | 0 | D | ||||
| Phantom Shares (4) | (4) | 10/15/2007 | A | 724 | (4) | (4) | Common Stock | 724 | $ 0 (4) | 724 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROBSON PETER G 1500 W UNIVERSITY PARKWAY SARASOTA, FL 34243 |
GENERAL MGR, SUN HYD LTD (UK) | |||
| Paul R. Lynch, as Attorney-in-Fact for PETER G. ROBSON | 10/17/2007 | |
| **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) | Each phantom share represents the value of a share of the Registrant's common stock. The grant vests in 3 installments: 2 of 417 pre-split/624.5 post-split phantom shares, on each of 10/10/07 and 10/10/08, and a 3rd installment of 418 pre-split/627 post-split phantom shares on 10/10/09. On each of such dates, so long as Robson is then employed by the Registrant or one of its subsidiaries, the Registrant will pay to Robson an amount equal to the closing price for a share of the Registrant's common stock on such date multiplied by the number of phantom shares vesting on such date, converted at the then current exchange rate into the currency in which Robson is paid (British pounds), less any required tax withholding. The vested phantom shares will be cancelled upon such payment. There are no specific performance goals or business criteria that must be met for Robson to receive such payment. All unvested performance shares will be cancelled upon the termination of Robson's employment. |
| (2) | Includes 626 phantom shares issued in connection with the one-for-two stock dividend declared in June 2007, payable on July 15, 2007, to shareholders of record on June 30, 2007. |
| (3) | Each phantom share represents the value of a share of the Registrant's common stock. The grant vests in three equal installments of 809.71655 pre-split, 1214.5748 post-split phantom shares, the first on 10/15/05, the second on 10/15/06, and the third on 10/15/07. On each of such dates, so long as Mr. Robson is then employed by the Registrant or one of its subsidiaries, the Registrant will pay to Mr. Robson an amount equal to the closing price for a share of the Registrant's common stock on such date multiplied by the number of phantom shares vesting on such date, converted at the then current exchange rate into the currency in which Mr. Robson is paid (British pounds), less any required tax withholding. The vested phantom shares will be cancelled upon such payment. There are no specific performance goals or business criteria that must be met for Mr. Robson to receive such payment. All unvested performance shares will be cancelled upon the termination of Mr. Robson's employment. |
| (4) | Each phantom share represents the value of a share of the Registrant's common stock. The grant vests in three installments: 241 phantom shares on October 15, 2008, 241 phantom shares on October 15, 2009, and 242 phantom shares on October 15, 2010. On each of such dates, so long as Mr. Robson is then employed by the Registrant or one of its subsidiaries, the Registrant will pay to Mr. Robson an amount equal to the closing price for a share of the Registrant's common stock on such date multiplied by the number of phantom shares vesting on such date, converted at the then current exchange rate into the currency in which Mr. Robson is paid (British pounds), less any required tax withholding. The vested phantom shares will be cancelled upon such payment. There are no specific performance goals or business criteria that must be met for Mr. Robson to receive such payment. All unvested performance shares will be cancelled upon the termination of Mr. Robson's employment. |