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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 | ||||||||
Series C Preferred Stock (1) | $ 30.5 (3) | 04/24/2013(2) | C | 50 (3) | (2) | (2) | Common Stock | 16,393.4425 (3) | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Englert Jerry F 12777 HIGH BLUFF DRIVE, SUITE 100 SAN DIEGO, CA 92130 |
X |
By: Andrew J Micheletti For: Jerry F Englert | 04/25/2013 | |
**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) | These shares are held by the Englert Family Trust, for which the reporting person serves as co-trustee. |
(2) | On April 4, 2013, the trading price of the Common Stock of BofI Holding, Inc. closed at $35.79, marking the twentieth trading day in the previous 30 trading days that the Common Stock closed above $35.00, triggerng the right of the Company to exercise its mandatory conversion right in accordance with the Certificate of Designations of the Preferred Stock. The Mandatory Conversion Date was set to be April 24, 2013 as announced by the Company on April 10, 2013. |
(3) | On the Mandatory Conversion Date, holders of Preferred Stock received 327.86885 shares of Common Stock for each share of Preferred Stock converted, reflecting an approximate conversion price of $30.50 per share based on the initial issuance price of $10,000 per share of Preferred Stock. Any fractional shares were paid in cash at the rate of $38.75. |