- Initial Statement of Beneficial Ownership (3)
09 January 2013 - 9:25AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
*
WALLACH STEVEN
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2013
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3. Issuer Name
and
Ticker or Trading Symbol
GeoEye, Inc. [GEOY]
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(Last)
(First)
(Middle)
2325 DULLES CORNER BLVD., SUITE 1000
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
SVP, Nat'l Security Strategy /
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(Street)
HERNDON, VA 20171
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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common stock
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2246
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Stock Option (Right to Buy)
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1/3/2012
(1)
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1/3/2021
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Common Stock
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5000
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$42.04
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D
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Stock Option (Right to Buy)
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3/8/2012
(2)
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3/8/2019
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Common Stock
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3532
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$41.30
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D
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Stock Option (Right to Buy)
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4/18/2013
(3)
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4/18/2022
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Common Stock
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4076
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$22.48
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D
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Restricted Stock Units
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3/8/2013
(4)
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3/15/2013
(4)
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Common Stock
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1452
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$0.00
(5)
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D
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Performance Stock Units
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3/14/2014
(6)
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3/14/2014
(6)
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Common Stock
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1259
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$0.00
(7)
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D
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Explanation of Responses:
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(
1)
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Option granted on January 3, 2011 under the Company's 2010 Omnibus Incentive Plan and vests in four equal annual installments which began on January 3, 2012.
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(
2)
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Option granted on March 8, 2011 under the Company's 2010 Omnibus Incentive Plan and vests in four equal annual installments which began on March 8, 2012.
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(
3)
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Option granted on April 18, 2012 under the Company's 2010 Omnibus Incentive Plan and vests in four equal annual installments beginning on April 18, 2013.
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(
4)
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The restricted stock units were granted under the Company's 2010 Omnibus Incentive Plan and will vest based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. If the performance criteria is met, the restricted stock units will vest on March 15, 2013.
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(
5)
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Each restricted stock unit represents a contingent right to receive one share of GEOY common stock.
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(
6)
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The performance stock units were granted under the Company's 2010 Omnibus Incentive Plan and will vest, if at all, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2012 and 2013. If the performance criteria is met, no less than 20% and no more than 200% of the target amount of the award (the reported amount) of the performance stock units will vest on March 14, 2014.
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(
7)
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Each performance stock unit represents a contingent right to receive one share of GEOY common stock.
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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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WALLACH STEVEN
2325 DULLES CORNER BLVD.
SUITE 1000
HERNDON, VA 20171
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SVP, Nat'l Security Strategy
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Signatures
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/s/ Kathleen Guerere, attorney-in-fact
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1/8/2013
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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 5(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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