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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 | ||||||||
| Options (right to buy) | $ 7.515 | 01/30/2013 | M | 100,000 | 02/03/2004(4) | 02/03/2013 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
| Options (right to buy) | $ 7.515 | 01/30/2013 | M | 100,000 | 05/01/2003 | 02/03/2013 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ADKERSON RICHARD C 333 NORTH CENTRAL AVENUE PHOENIX, AZ 85004 |
X | Co-Chairman of the Board | ||
| Kelly C. Simoneaux, on behalf of Richard C. Adkerson, pursuant to a power of attorney | 02/01/2013 | |
| **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 withheld in payment of taxes resulting from the exercise of options. |
| (2) | 32,798 of the net shares issued to the Reporting Person pursuant to his exercises were previously transferred to his former spouse and are no longer included in his beneficial ownership. |
| (3) | Since the date of Mr. Adkerson's last Form 4, an additional 50,552 shares of the Issuer's Common Stock have been contributed to his GRAT and are now reported as indirectly held. |
| (4) | 25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof. |
| Remarks: As of the date of this filing, Mr. Adkerson holds options to acquire a total of 2,600,000 shares of MMR Common Stock, 2,262,500 of which are vested and 337,500 of which are unvested. The Reporting Person has transferred the economic value of 600,000 of such options to his former spouse, and thus disclaims beneficial ownership of such options. The Reporting Person also holds 500 shares of 8% Convertible Perpetual Preferred Stock convertible into 73,072 shares of MMR Common Stock. | |