| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HOV | Market Share Units (Performance) | Award | $0 | +18K | $0.00 | 18K | Dec 13, 2021 | Class A Common Stock | 18K | Direct | F1, F2, F3, F4, F5 | ||
| transaction | HOV | Market Share Units (Performance) | Award | $0 | +18K | +100% | $0.00 | 36K | Dec 13, 2021 | Class A Common Stock | 18K | Direct | F1, F2, F3, F4, F5 | |
| transaction | HOV | Phantom Shares | Award | $0 | +147K | $0.00 | 147K | Dec 13, 2021 | Class A Common Stock | 147K | Direct | F6, F7, F8, F9 |
| Id | Content |
|---|---|
| F1 | Shares of Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock"), received upon vesting are immediately convertible into Class A Common Stock on a one-for-one basis. |
| F2 | The date of the transaction represents the date on which the financial performance criteria of previously granted Market Share Units were determined to have been satisfied. |
| F3 | The Market Share Units vest, if at all and to the extent of specified market performance of the Class A Common Stock over each relevant vesting period, in four equal installments on the following vesting dates: January 1, 2022, June 14, 2021, June 14, 2023 and June 14, 2024. |
| F4 | Upon, and to the extent of, vesting of the Market Share Units, shares of Class B Common Stock would be received. Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock. |
| F5 | The number of shares of Class B Common Stock that would be received upon vesting of the Market Share Units, if any, may vary from 50% to 200% of the number shown depending on the market performance of the Class A Common Stock over each relevant vesting period. |
| F6 | Phantom Shares represent the right to payment in the future solely of an amount of cash based on the future stock price of the Class A Common Stock. The date of the transaction represents the date on which the financial performance criteria of a previously granted long-term incentive plan ("LTIP") award were determined to have been satisfied, which LTIP award is payable partly in these phantom shares. |
| F7 | Following vesting, each phantom share will be paid in an amount of cash equal to the value of a share of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock") at the time of payout, as calculated pursuant to the applicable award agreement. |
| F8 | Represents the number of shares determined to have been earned for the share portion of the LTIP award. |
| F9 | The share portion of the LTIP award vests as follows: (a) 78,300 shares are vested, (b) 34,556 shares vest on October 31, 2022, and (c) 34,554 shares vest on October 31, 2023 and settle in cash in the January following vesting. |