Statement of Changes in Beneficial Ownership (4)
April 03 2018 - 6:46PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
GUENTHNER C STEVEN
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2. Issuer Name
and
Ticker or Trading Symbol
ALMOST FAMILY INC
[
AFAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & PFO
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(Last)
(First)
(Middle)
9510 ORMSBY STATION ROAD, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2018
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(Street)
LOUISVILLE, KY 40223
(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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Common Stock
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3/31/2018
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F
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15407
(12)
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D
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$56.00
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141182
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D
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Common Stock
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4/1/2018
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D
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141182
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D
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(1)
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0
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D
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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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Option (right to buy)
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$49.05
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4/1/2018
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D
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9400
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(3)
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3/9/2027
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Common Stock
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9400
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(2)
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0
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D
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Option (right to buy)
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$36.03
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4/1/2018
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D
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12200
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(4)
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3/3/2026
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Common Stock
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12200
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(2)
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0
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D
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Option (right to buy)
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$37.28
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4/1/2018
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D
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11500
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(5)
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3/1/2025
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Common Stock
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11500
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(2)
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0
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D
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Option (right to buy)
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$24.28
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4/1/2018
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D
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14400
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(6)
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3/16/2024
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Common Stock
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14400
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(2)
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0
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D
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Option (right to buy)
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$24.16
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4/1/2018
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D
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6200
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(8)
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2/26/2022
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Common Stock
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6200
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(2)
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0
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D
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Option (right to buy)
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$20.89
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4/1/2018
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D
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12400
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(7)
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2/28/2023
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Common Stock
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12400
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(2)
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0
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D
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Option (right to buy)
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$40.13
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4/1/2018
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D
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3000
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(10)
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12/13/2019
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Comnmon Stock
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3000
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(2)
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0
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D
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Option (Right to Buy)
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$33.27
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4/1/2018
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D
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6900
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(11)
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2/8/2019
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Common Stock
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6900
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(2)
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0
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D
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Option (right to buy)
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$36.69
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4/1/2018
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D
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4300
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(9)
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3/10/2021
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Common Stock
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4300
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(2)
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0
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D
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Explanation of Responses:
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(1)
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Pursuant to the Agreement and Plan of Merger, dated as of November 15, 2017 (the "Merger Agreement"), by and among the Issuer, LHC Group, Inc. ("LHC Group"), and Hammer Merger Sub, Inc., a wholly owned subsidiary of LHC Group ("Merger Sub"), each share of the Issuer's common stock was converted to 0.9150 shares of LHC Group common stock, with any fractional shares being paid out in cash. The shares of common stock of LHC Group had a market value of $61.56 per share as of the close of trading on NASDAQ on March 29, 2018, the last trading day immediately preceding April 1, 2018, the effective date of the merger.
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(2)
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Pursuant to the Merger Agreement, each option to purchase shares of the Issuer's common stock, whether vested or unvested, that was outstanding immediately prior to the effective time of the merger was converted into an option to purchase, on the same terms and conditions as were applicable under the Issuer stock option immediately prior to the effective time of the merger, a number of shares of LHC Group common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the total number of shares of Issuer common stock subject to the Issuer option by (y) 0.9150, at a per share exercise price, rounded up to the nearest whole cent, equal to the quotient obtained by dividing (i) the per share exercise price for each share of Issuer common stock subject to the Issuer option by (ii) 0.9150.
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(3)
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This option would have vested in four equal annual installments beginning March 10, 2017; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
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(4)
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This option would have vested in four equal annual installments beginning March 4, 2016; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
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(5)
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This option would have vested in four equal annual installments beginning March 2, 2015; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
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(6)
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This option became vested in four equal annual installments beginning March 17, 2014.
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(7)
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This option became vested in four equal annual installments beginning March 1, 2013.
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(8)
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This option became vested in four equal annual installments beginning February 27, 2012.
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(9)
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This option became vested in four equal annual installments beginning March 11, 2011.
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(10)
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This option became vested in four equal annual installments beginning December 14, 2009.
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(11)
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This option became vested in four equal annual installments beginning February 9, 2009.
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(12)
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Payment of tax liability by delivery of securities in connection with vesting of previously issued shares of restricted stock in accordance with Rule 16b-3.
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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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GUENTHNER C STEVEN
9510 ORMSBY STATION ROAD
SUITE 300
LOUISVILLE, KY 40223
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President & PFO
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Signatures
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/s/ C. Steven Guenthner
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4/3/2018
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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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