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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 | ||||||||
Stock Option | $ 23.98 | 08/09/2013 | D | 7,000 (3) | 12/26/2008 | 12/26/2016 | Class A Common Shares | 7,000 | $ 0 | 0 | D | ||||
Stock Option | $ 25.57 | 08/09/2013 | D | 7,000 (3) | 05/02/2009 | 05/02/2017 | Class A Common Shares | 7,000 | $ 0 | 0 | D | ||||
Stock Option | $ 18.12 | 08/09/2013 | D | 7,000 (4) | 05/01/2010 | 05/01/2018 | Class A Common Shares | 7,000 | $ 0 | 0 | D | ||||
Stock Option | $ 7.73 | 08/09/2013 | D | 7,000 (4) | 05/01/2011 | 05/01/2019 | Class A Common Shares | 7,000 | $ 0 | 0 | D | ||||
Stock Option | $ 10.7 | 08/09/2013 | D | 8,000 (4) | 06/26/2011 | 06/26/2019 | Class A Common Shares | 8,000 | $ 0 | 0 | D | ||||
Stock Option | $ 24.69 | 08/09/2013 | D | 15,000 (3) | 05/03/2012 | 05/03/2020 | Class A Common Shares | 15,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MERRIMAN MICHAEL J C/O ONE AMERICAN ROAD CLEVELAND, OH 44144 |
X |
Christopher W. Haffke, Power of Attorney for Michael J. Merriman, Jr. | 08/13/2013 | |
**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) | Disposed of pursuant to Merger Agreement among issuer, Century Intermediate Holding Company and Century Merger Company (the "Merger Agreement") in exchange for a cash payment of $19.00 per share, including shares underlying restricted stock units which became fully vested in accordance with the terms of the Merger Agreement. |
(2) | Disposed of pursuant to Merger Agreement in exchange for a cash payment of $19.00 per share, such payment remaining subject to the provisions of the reporting person's underlying deferred compensation agreement(s). |
(3) | These options were cancelled pursuant to the Merger Agreement for a cash payment to be calculated based on the application of the Black-Scholes valuation applying certain assumptions as set forth in the Merger Agreement. |
(4) | These options were cancelled pursuant to the Merger Agreement for a cash payment per share of the difference between the option exercise price and $19.00 per share. |