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Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2023
shares
Sep. 30, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
The following table describes, for the quarterly period covered by this report, each director and officer (as defined in Rule 16a-1(f) under the Exchange Act who has adopted, modified, or terminated a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (each plan, a “Rule 10b5-1 Trading Plan”). Each Rule 10b5-1 Trading Plan described below was adopted during an open insider trading window and in accordance with the Company’s policies regarding both insider trading and transactions relating to Company securities.
Name
(Title)
Action Taken
(Date of Action)
Rule 10b5-1 Trading Plan Provides for Purchase/Sale
Duration of the Trading Plan(1)
Aggregate Number of Securities
Bradley Campbell
(President and Chief Executive Officer)
Adoption
(August 23, 2023)
SaleDecember 31, 2024
Indeterminable (2)
Jeffrey Castelli
(Chief Development Officer)
Adoption
(August 25, 2023)
SaleMay 15, 202452,264
David Clark
(Chief People Officer)
Adoption
(August 25, 2023)
SaleAugust 15, 2024
Indeterminable (3)
John F. Crowley
(Executive Chairman)
Adoption
(September 6, 2023)
SaleApril 15, 2024
Indeterminable (3)
Ellen Rosenberg
(Chief Legal Officer and Corporate Secretary)
Adoption
(September 8, 2023)
SaleDecember 7, 202495,000
____________________________
(1) The dates in this column represent the scheduled expiration date of each director or officer’s Rule 10b5-1 Trading Plan. Each Rule 10b5-1 Trading Plan may terminate earlier than the date provided should all transactions contemplated thereunder occur prior to such date.
(2) Mr. Campbell’s Rule 10b5-1 Trading Plan provides for the (i) exercise of up to 190,000 stock options and the sale of up to 190,000 underlying shares of common stock and (ii) sale of an indeterminable number of shares of common stock. The shares of common stock in clause (ii) will be obtained from the settlement of Mr. Campbell’s 2021 performance restricted stock unit (“PRSU”) awards. The number of shares of common stock obtained and available for sale will be subject to the (a) level of achievement of each performance goal contained within the 2021 PRSU awards and (b) shares of common stock withheld to satisfy applicable tax withholding obligations.
(3) The shares of common stock to be sold under this Rule 10b5-1 Trading Plan will be obtained from the settlement of the 2021 PRSU awards and the respective vesting of the 2020, 2021, 2022 and 2023 annual restricted stock unit awards. The number of shares of common stock obtained and available for sale will be subject to the (i) level of achievement of each performance goal contained within the 2021 PRSU awards and (ii) shares of common stock withheld to satisfy applicable tax withholding obligations.
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Bradley Campbell [Member]    
Trading Arrangements, by Individual    
Name Bradley Campbell  
Title President and Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 23, 2023  
Arrangement Duration 135 days  
Jeffrey Castelli [Member]    
Trading Arrangements, by Individual    
Name Jeffrey Castelli  
Title Chief Development Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 25, 2023  
Arrangement Duration 264 days  
Aggregate Available 52,264 52,264
David Clark [Member]    
Trading Arrangements, by Individual    
Name David Clark  
Title Chief People Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 25, 2023  
Arrangement Duration 356 days  
John F. Crowley [Member]    
Trading Arrangements, by Individual    
Name John F. Crowley  
Title Executive Chairman  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date September 6, 2023  
Arrangement Duration 222 days  
Ellen Rosenberg [Member]    
Trading Arrangements, by Individual    
Name Ellen Rosenberg  
Title Chief Legal Officer and Corporate Secretary  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date September 8, 2023  
Arrangement Duration 456 days  
Aggregate Available 95,000 95,000