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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
H.A., LLC 2501 MCGEE STREET KANSAS CITY, MO 64108 |
X | |||
HALLMARK CARDS INC 2501 MCGEE STREET KANSAS CITY, MO 64108 |
X |
/s/ Brian E. Gardner, Vice President, H.A., LLC | 04/27/2016 | |
**Signature of Reporting Person | Date | |
/s/ Brian E. Gardner, Vice President, HMK Holdings, Inc. | 04/27/2016 | |
**Signature of Reporting Person | Date | |
/s/ Deanne R. Stedem, Vice President, H C Crown, LLC | 04/27/2016 | |
**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) | On April 6, 2016, Hallmark Cards GmbH ("HC Germany"), a German company and wholly-owned indirect subsidiary of Hallmark Cards, Incorporated ("Hallmark"), sold 40,000,000 shares (the "Repatriated Shares") of the Issuer's Class A Common Stock, par value $0.01 per share (the "Common Stock"), to Hallmark (the "First Transfer") in exchange for a promissory note issued by Hallmark to HC Germany in the initial principal amount of $202,000,000. Immediately following the First Transfer, Hallmark contributed the Repatriated Shares to its wholly-owned subsidiary H.A. LLC ("HALLC"), a Delaware limited liability company, as a contribution to capital. Immediately thereafter, HALLC contributed the Repatriated Shares to its wholly-owned subsidiary HMK Holdings, Inc. ("HMK"), a Delaware corporation, as a contribution to capital. Immediately thereafter, HMK contributed the Repatriated Shares to its wholly-owned subsidiary HCC, as contribution to capital. |
(2) | As a result of the contributions described in Note (1), HALLC, and HMK increased their indirect beneficial ownership of Common Stock by 40,000,000 shares. In addition, immediately following the contributions described in Note 1, HCC contributed the 40,000,000 shares of Common Stock received and the 284,885,516 shares of Common Stock already held by HCC to its wholly-owned subsidiary CM Merger Co. ("Merger Sub"), a Delaware corporation, as a contribution to capital. As a result of the contribution, HCC's beneficial interest in the Common Stock increased by 40,000,000 shares and the nature of its beneficial ownership changed from direct to indirect. |
(3) | Hallmark's indirect beneficial interest in the Common Stock did not change as a result of the transactions described in Note 1 and 2. |