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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-qualified Stock Option (Right to Buy) | $ 9.34 | 09/13/2011 | D | 284,560 | 03/04/2010 | 03/05/2019 | Class A Common Stock | 0 | $ 43 (6) | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) | $ 15.19 | 09/13/2011 | D | 5,450 | 02/25/2000 | 02/25/2009 | Class A Common Stock | 0 | $ 43 (6) | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) | $ 19.45 | 09/13/2011 | D | 113,489 | 03/04/2012 | 03/04/2020 | Class A Common Stock | 0 | $ 43 (6) | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) | $ 19.485 | 09/13/2011 | D | 90,000 | 03/06/2004 | 03/06/2013 | Class A Common Stock | 0 | $ 43 (6) | 0 | D | ||||
Non-qualified Stock Option (Right to Buy) | $ 31.29 | 09/13/2011 | D | 150,000 | 03/03/2005 | 03/03/2014 | Class A Common Stock | 0 | $ 43 (6) | 0 | D | ||||
Class B Common Stock | (3) | 09/13/2011 | D | 64,380 | (3) | (3) | Class A Common Stock | 0 | $ 43 (5) | 0 | D | ||||
Class B Common Stock | (3) | 09/13/2011 | D | 183,484 | (3) | (3) | Class A Common Stock | 0 | $ 43 (5) | 0 | I | By Self As Custodian (1) | |||
Class B Common Stock | (3) | 09/13/2011 | D | 3,220,612 | (3) | (3) | Class A Common Stock | 0 | $ 43 (5) | 0 | I | By Swartz Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SWARTZ JEFFREY B 200 DOMAIN DRIVE STRATHAM, NH 03885 |
X | X | President and CEO |
/s/Danette Wineberg, attorney-in-fact for Jeffrey B. Swartz | 09/22/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Reporting Person, as custodian for his sons, Daniel, Samuel and Noah Swartz, under the MA Uniform Gifts to Minors Act, holds the following shares for his sons: 15,600 shares each for Daniel and Samuel Swartz of Class A Common Stock. |
(2) | Reporting Person's spouse received shares as a gift. Reporting Person disclaims ownership of these shares. |
(3) | The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date. Previously this was reported on Table I but will in future filings be reported on Table II. |
(4) | The Reporting Person is one of the beneficiaries of The Sidney W. Swartz 1982 Family Trust, which Trust holds 278,204 shares of Class A Common Stock and 3,220,612 shares Class B. |
(5) | These shares were disposed of pursuant to the merger agreement between the issuer and VF Corporation at a per share buyout price of $43.00. |
(6) | The option was cancelled as a result of the merger. A cash payment was made in lieu of the equity cancelled which represents the difference between the exercise price of the option and the per share buyout price of $43.00 |