- Statement of Changes in Beneficial Ownership (4)
19 2월 2011 - 3:16AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SMITH L STEPHEN
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2. Issuer Name
and
Ticker or Trading Symbol
PMI GROUP INC
[
PMI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO, Pres & COO
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(Last)
(First)
(Middle)
THE PMI GROUP, INC., 3003 OAK ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2011
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(Street)
WALNUT CREEK, CA 94597
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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2/16/2011
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A
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190000
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(2)
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2/16/2016
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Common Stock
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190000
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$0.00
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190000
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D
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Stock Option
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$3.18
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2/16/2011
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A
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165000
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(3)
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2/16/2021
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Common Stock
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165000
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$0.00
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165000
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D
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Explanation of Responses:
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(
1)
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Each restricted stock unit was granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3, and represents a contingent right to receive one share of PMI common stock upon vesting.
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(
2)
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Granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3. The restricted stock units vest in three equal annual installments beginning February 16, 2012, provided that the closing market price of PMI common stock ("Stock Price") exceeds the Stock Price on February 16, 2011 ($3.18 per share), for the 30 consecutive trading days prior to the anniversary of the grant date. Once an anniversary of the grant date has passed, if the Stock Price exceeds $3.18 for 30 consecutive trading days, the installment that would have vested on the anniversary but for the performance requirement will then vest. If the Stock Price does not exceed $3.18 per share during any 30 consecutive trading day period beginning 30 trading days before the anniversary of the grant date and ending on the fifth anniversary of the grant date, unvested restricted stock units will be cancelled.
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(
3)
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Granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3. Stock options are exercisable in three equal annual installments beginning February 16, 2012.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SMITH L STEPHEN
THE PMI GROUP, INC.
3003 OAK ROAD
WALNUT CREEK, CA 94597
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X
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CEO, Pres & COO
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Signatures
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/s/ L. Stephen Smith
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2/18/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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P M I (NYSE:PMI)
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